Modern practice of international business requires companies to structure their corporate form into one which would be advantageous and safe for the management, growth and sustainability of business. However, when corporate structuring is used to avoid obligations of the company, the latter may...

We consider how the state should regulate the consumption of pecuniary private benefits of control by controlling shareholders. These benefits have efficient aspects: they compensate the controlling shareholder for monitoring managers and for investing effort to create and implement projects....

Retirement plan sponsors in charge of $17 trillion have a choice. They can rely on luck or use discipline to properly discharge their fiduciary duties. The former may seem easy, but the costs of poor oversight easily outweigh the benefits of a ‘‘fingers crossed'' approach. Regulators have...

The government's 2011 prosecution of hedge fund manager Raj Rajaratnam and the various investigations into the use of expert networks by hedge funds and other institutional investors have prompted questions about the law of insider trading, permissible methods of gathering information, general...

In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in response to the collapse of the United States economy. Congress and President Obama partially attributed the recession to the failure of financial regulation. Dodd-Frank gave the SEC a...

Croatian capital market is, from the beginning of the year 2009, governed by new Capital Market Act that introduces higher level of investor protection, by posing firmer rules on mandatory disclosure for listed companies. Based on the similar trends in comparative law it could be expected that...

Currently trademark bullying has become a serious concern for many small businesses that feel as though powerful corporations are abusing aggressive trademark enforcement and litigation techniques to crush genuine competition. No doubt these concerns merit the serious consideration of all...

To make out a claim for securities fraud under federal law, a plaintiff must plead and prove the misrepresentation of a material fact. The Supreme Court has repeatedly defined a material fact as one that would be important to a reasonable investor in deciding how to act in that it would change...

This paper focuses on the fundamental principles underlying effective enforcement by regulators. In particular, this paper analyzes the critical role of the criminal law and judges in effectively addressing capital markets misconduct. It also analyzes how securities regulators can best structure...