Definitions are essential in any regulatory regime and federal securities regulation is no exception. The most fundamental definition under federal and state securities regulation is for the term “security.” The application of multiple statutes, hundreds of administrative rules, and...

The financial crisis has highlighted the opportunistic conduct of some banks, which have taken advantage of the trust relationship with their clients to place them unsuitable products. In Spain, the distribution of preferred shares among retail clients has created a problem of enormous...

This article analyzes the over-indebtedness caused by irresponsible mortgage lending by credit institutions in Spain that have been exacerbated by the economic crisis, the falling value of the real estate market and rising unemployment. This creates the risk of social and financial exclusion of...

The internet has created challenges for regulators of financial markets unimagined over eighty years ago by drafters of the Securities and Exchange Acts. The recent explosion in internet use has provided many benefits for investors and publicly-traded companies. The Internet has been a boon to...

Rogue trading is generally understood to be unauthorized trading made by an authorized employee on behalf of their employer. In the last twenty years there have been numerous and very costly instances of rogue traders such as Nick Leeson of Barings Bank, Yasuo Hamanaka of Sumitomo Corporation...

Since the very moment of its adoption, the Sarbanes-Oxley Act of 2002 has been subject to a litany of critiques, many of them seemingly well-placed. The almost universal condemnation of the Act for its asserted 'federalization' of corporate law, by contrast, deserves short shrift. Though widely...

The sudden weekend takeover on Sunday 19th March 2023 of Credit Suisse Group by UBS caused shock and consternation in bond markets generally and particularly to the holders of c.$17Bn principal face value CSFB AT1 Additional Tier 1 Capital Bail-In Bonds, which were triggered without a capital...

Abstract: The key issue concerning shareholder transparency rules, and the related rules on acting in concert (Europe), or the voting group concept (U.S.) is enforcement. Rather than thinking about appropriate enforcement measures, jurisdictions such as the UK and Switzerland decided in favor of...