The Experts below are selected from a list of 14124 Experts worldwide ranked by ideXlab platform
Sofia Johan - One of the best experts on this subject based on the ideXlab platform.
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capital market effects of Securities Regulation prior conditions implementation and enforcement revisited
Finance Research Letters, 2019Co-Authors: Douglas J Cumming, Sofia JohanAbstract:Abstract While it is not clear from Christensen, Hail, and Leuz (2016), the market abuse rules they examine are the same as in Cumming, Johan, and Li (2011), with a difference in focus on the date: Christensen et al. (2016) pick the date the Regulations were signed into law, while Cumming et al. (2011) pick date the date the Regulations were implemented with organizational agreements and computerized surveillance. Both papers study and find the exact same effect: regulatory change improves market liquidity. We explain the relative merits of the different approaches in this paper, and identify misleading statements in prior work.
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capital market effects of Securities Regulation prior conditions implementation and enforcement revisited
Social Science Research Network, 2017Co-Authors: Douglas J Cumming, Sofia JohanAbstract:There are at least three possible times that changes in Securities Regulations are effective: (1) the date that the Securities Regulations are put forth (e.g., as in a pan-European Union directive); (2) the date that the new Regulations are signed into law; and (3) the date at which new Regulations are implemented with organizational agreements and computerized market surveillance, in order to detect the wrongdoing that is the subject of the new Regulations. While it is not clear from Christensen, Hail, and Leuz (2016 Review of Financial Studies), the market abuse rules they examine are the same as in Cumming, Johan, and Li (2011 Journal of Financial Economics), with a difference in focus on the date: Christensen et al. (2016) pick date (2), while Cumming et al. (2011)pick date (3). Both papers study and find the exact same effect: regulatory change improves market liquidity. We explain the relative merits of the different approaches in this paper. Also, we explain that Christensen et al. (2016) mischaracterize Cumming et al. (2011) with respect to not examining changes in Regulation over time, the use of dummy variables versus exchange trading rule legal indices Cumming et al. created, and difference-in-differences tests to study regulatory changes, among other things.
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demand driven Securities Regulation evidence from crowdfunding
Venture Capital: An International Journal of Entrepreneurial Finance, 2013Co-Authors: Douglas J Cumming, Sofia JohanAbstract:We study the law production race-to-the-bottom/race-to-the-top debate in a unique context of crowdfunding in which potential agency problems are extreme. Our empirical setting is based on survey data from Canada in 2013 Q1 when equity crowdfunding was not permitted but was openly contemplated by regulators. The data show some tension towards a race to the bottom insofar as start-ups prefer fewer restrictions on their ability to crowdfund, and portals prefer fewer disclosure requirements and fewer restrictions on free trading of crowdfunded shares. However, this evidence is tempered by the fact that investors demand more disclosure, limits on amounts entrepreneurs can raise, and lower thresholds for audited financial statements, among other things. Based on the ease with which the Internet facilitates cross-jurisdictional investment, we infer from the data that investor demands will give rise to a race to the top in the crowdfunding space.
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demand driven Securities Regulation evidence from crowdfunding
2013Co-Authors: Douglas J Cumming, Sofia JohanAbstract:This set of slides represents an analysis of crowdfunding survey data in 2013 (Q1). The data and regressions are consistent with the view that different types market participants are well aware of risks associated with crowdfunding and how to appropriately mitigate those risks in view of different contexts.
Chris Brummer - One of the best experts on this subject based on the ideXlab platform.
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Disruptive Technology and Securities Regulation
SSRN, 2015Co-Authors: Chris BrummerAbstract:Nowhere has disruptive technology had a more profound impact than in financial services — and yet nowhere more do academics and policymakers lack a coherent theory of the phenomenon, much less a coherent set of regulatory prescriptions. Part of the challenge lies in the varied channels through which innovation upends market practices. Problems also lurk in the popular assumption that Securities Regulation operates against the backdrop of stable market gatekeepers like exchanges, broker-dealers and clearing systems — a fact scenario increasingly out of sync in 21st century capital markets. This Article explains how technological innovation not only “disrupts” capital markets — but also the exercise of regulatory supervision and oversight. It provides the first theoretical account tracking the migration of technology across multiple domains of today’s Securities infrastructure and argues that an array of technological innovations are facilitating what can be understood as the disintermediation of the traditional gatekeepers that regulatory authorities have relied on (and regulated) since the 1930s for investor protection and market integrity. Effective Securities Regulation will thus have to be upgraded to account for a computerized (and often virtual) market microstructure that is subject to accelerating change. To provide context, the paper examines two key sources of disruptive innovation: 1) the automated financial services that are transforming the meaning and operation of market liquidity and 2) the private markets — specifically, the dark pools, ECNs, 144A trading platforms, and crowdfunding websites — that are creating an ever-expanding array of alternatives for both Securities issuances and trading.
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post american Securities Regulation
California Law Review, 2010Co-Authors: Chris BrummerAbstract:International Securities Regulation has arrived, in spectacular fashion, at the forefront of the country‘s national debate on financial markets reform. The unprecedented scope of the current financial crisis has exposed the enormous risk that can arise with the cross-border sale of Securities. 1 Meanwhile, the global nature of the Bernie Madoff and Robert Allen Stanford investment frauds, as well as the accounting scandals that toppled once adored multinationals Enron and Parmalat, have illustrated the now international reach of con men. 2 As a result, policymakers and scholars have vociferously called upon regulatory authorities to better monitor global markets, protect investors par-
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post american Securities Regulation
Social Science Research Network, 2009Co-Authors: Chris BrummerAbstract:International Securities Regulation has arrived at the forefront of the country's debate on financial market reform. The global economic crisis has exposed the enormous systemic risk that can arise where Securities are sold across borders. Meanwhile, the Bernie Madoff and Allen Stanford frauds have illustrated the international reach of swindlers and conmen. Consequently, policymakers have vociferously called for not only domestic Securities law reform, but also a more effective international regulatory architecture. Yet international Securities Regulation is poorly understood. Securities scholars traditionally view the SEC as a global regulatory monopolist due to the size of US stock exchanges. But they overlook the rise of foreign capital markets and the diminished influence of the SEC. Meanwhile, international law scholars view international Securities Regulation as involving what game theoreticians would call an "assurance" game where information sharing through informal networks of regulators facilitates swift agreement on standards. But they ignore the asymmetric costs of adopting international standards and thus underestimate the obstacles to convergence. This Article overcomes these limitations and offers a fuller theoretical account of international Securities Regulation. It argues that due to increased global competition for Securities transactions, coordination among Securities regulators often comprises a "battle of the sexes" game where regulators are not necessarily incentivized to adopt the other's regime. Instead, only where Securities Regulation touches upon what can be considered "systemic risks" - defined as financial risks whose costs are internalized broadly and deeply across borders - will networks be potentially capable of realizing significant regulatory coordination. And even here, coordination is most likely to be undertaken by cross-functional networks operating with the credibility and support of political elites. The Article then shows how the SEC, cognizant of this development, is forming club-like alliances that offer foreign regulators special rewards, like eased market access for foreign market participants, for adopting some of its policy preferences. The Article then assesses the effectiveness of this approach and concludes that clubs have better prospects of success in enforcement cooperation than in substantive areas of Securities law.
Roberta Romano - One of the best experts on this subject based on the ideXlab platform.
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the advantage of competitive federalism for Securities Regulation
2003Co-Authors: Roberta RomanoAbstract:In this incisive analysis of Securities Regulation, Roberta Romano demonstrates that the current approach toward U.S. Securities Regulation by the Securities and Exchange Commission should be revamped by implementing a regime of competitive federalism. Under such a system firms would select their regulator from among the fifty states, the District of Columbia, the SEC, or other nations. She asserts that competitive federalism harnesses the high-powered incentives of markets to the regulatory state to produce regulatory arrangements compatible with investors' incentives. Firms will locate in the domicile investors prefer so as to reduce the cost of capital, and states will have financial incentives, such as incorporation and registration fees, to adapt their Securities regimes to firms' domicile decisions. Romano contends that empirical evidence does not indicate that the SEC is effective in achieving its stated objectives. The commission's expansions of disclosure requirements have not had a significant impact on investors' wealth. Indeed, she contends, evidence from institutional equity and debt markets and cross-country listing practices have shown that firms voluntarily disclose more information than they would under mandatory requirements because firms want to provide the information investors demand. Romano concludes that competitive federalism will enable new U.S. and foreign issuers as well as mature issuers to select a Securities regulatory regime that is superior to that of the SEC: the aspects of the SEC's regime that are valuable to investors will be retained; those that are not will be discarded. The resulting regime will enhance the wealth of investors.
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the need for competition in international Securities Regulation
Theoretical Inquiries in Law, 2001Co-Authors: Roberta RomanoAbstract:This article advocates opening up international Securities Regulation to greater regulatory competition than the scant competition that exists at present. After sketching the contours of an international regime of regulatory competition in Securities laws and the reasons why such competition is desirable, the article provides a detailed response to objections that have been raised to a proposal for a competitive Securities regime that was principally focused on the United States, objections that would accordingly also be raised against this article’s proposal. These include whether the U.S. Securities regime is directed at mitigating problems regarding disclosure of interfirm externalities and whether international competition will result in a regulatory race to the lowest level of disclosure. Because the analysis in support of regulatory competition in Securities law draws upon the learning regarding competition across U.S. states over the production of corporate law, which has been successful in creating a regime that, on balance, benefits shareholders, the article concludes by demonstrating that recent critiques of the efficacy of state-charter competition are unfounded.
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the need for competition in international Securities Regulation
Research Papers in Economics, 2001Co-Authors: Roberta RomanoAbstract:This paper advocates opening up international Securities Regulation to greater regulatory competition than the scant competition that exists at present. After sketching the contours of an international regime of regulatory competition in Securities laws and the reasons why such competition is desirable, the paper provides a detailed response to objections that have been raised to a proposal for a competitive Securities regime that was principally focused on the United States, objections that would accordingly also be raised against this paper's proposal. These include whether the U.S. Securities regime is directed at mitigating problems regarding disclosure of interfirm externalities and whether international competition will result in a regulatory race to the lowest level of disclosure. Because the analysis in support of regulatory competition in Securities law draws upon the learn
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the need for competition in international Securities Regulation
Social Science Research Network, 2001Co-Authors: Roberta RomanoAbstract:This paper advocates opening up international Securities Regulation to greater regulatory competition than the scant competition that exists at present. After sketching the contours of an international regime of regulatory competition in Securities laws and the reasons why such competition is desirable, the paper provides a detailed response to objections that have been raised to a proposal for a competitive Securities regime that was principally focused on the United States, objections that would accordingly also be raised against this paper's proposal. These include whether the U.S. Securities regime is directed at mitigating problems regarding disclosure of interfirm externalities and whether international competition will result in a regulatory race to the lowest level of disclosure. Because the analysis in support of regulatory competition in Securities law draws upon the learning regarding competition across U.S. states over the production of corporate law, which has been successful in creating a regime that, on balance, benefits shareholders, the paper concludes by showing that recent critiques of the efficacy of state charter competition are unfounded.
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empowering investors a market approach to Securities Regulation
Yale Law Journal, 1998Co-Authors: Roberta RomanoAbstract:This Article contends that the current legislative approach to Securities Regulation is mistaken. It advocates a market-oriented approach of competitive federalism that would expand the role of the states in Securities Regulation and would fundamentally reconceptualize the regulatory scheme. Under a system of competitive federalism for Securities Regulation, only one sovereign will have jurisdiction over all transactions in the Securities of a corporation that involve the issuer or its agents and investors: the sovereign chosen by the issuer from among the federal government, the fifty states, or foreign nations. The aim is to replicate for the Securities setting the benefits produced by state competition for corporate charters -- a responsive legal regime that has tended to maximize share value. As a competitive legal market supplants a monopolist federal agency in the fashioning of Regulation, it will produce rules more aligned with the preferences of investors, whose decisions drive the capital market. Competitive federalism for U.S. Securities Regulation also has important implications for international Securities Regulation. The jurisdictional principle applicable to domestic Securities transactions is equally applicable: Foreign issuers selling shares in the United States would be able to opt out of the federal Securities laws and choose the law of another nation, such as their country of incorporation, or of a U.S. state, to govern those U.S. transactions.
Galit A Sarfaty - One of the best experts on this subject based on the ideXlab platform.
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human rights meets Securities Regulation
Social Science Research Network, 2013Co-Authors: Galit A SarfatyAbstract:Recent domestic legislation is blurring the line between Securities Regulation and human rights law. Securities law has traditionally regulated corporate disclosure on financial information, such as income statements and investment risks. By contrast, human rights law has traditionally operated in the international sphere and focused on state obligations. That all changed in 2010 with the adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which includes sections 1502 and 1504 on non-financial disclosure related to human rights and anti-corruption. In particular, section is the first Regulation to create binding rules on due diligence with regard to a company’s supply chain. It imposes a new reporting requirement on publicly traded companies that manufacture products using certain conflict minerals. Companies must identify whether the sourcing of the minerals originated in the Democratic Republic of Congo (DRC) and bordering countries. If so, they must submit an independent private sector audit report on due diligence measures taken to determine whether those conflict minerals directly or indirectly financed or benefited armed groups in the covered countries. The Dodd-Frank provisions are but one example of an emerging trend in international Securities law. Over the past decade, an increasing number of governments and Securities exchanges have passed mandatory Regulations on corporate disclosure of social issues. In this Article, I take a step back from these recent developments to analyze a critical question: Is Securities Regulation the appropriate mechanism for achieving human rights compliance? By doing so, I seek to open a dialogue between two disparate streams of scholarship in private and public law and propose policy recommendations for effectively furthering the movement towards corporate accountability. While existing literature on sections 1502 and 1504 addresses the history of the legislation and critiques its efficacy, the main contribution of the Article is to analyze the normative implications of the broader strategy of using Securities Regulation to hold companies accountable for human rights abuses.
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human rights meets Securities Regulation
Virginia Journal of International Law, 2013Co-Authors: Galit A SarfatyAbstract:Introduction 97 I. Non-Financial Disclosure in Comparative Law 102 A. Mandatory Regulations on Corporate Sustainability Reporting 102 B. Human Rights-Related Corporate Due Diligence Requirements 105 II. The Debate over Dodd–Frank Sections 1502 and 1504 109 A. Perspective of Human Rights Advocates 109 B. Perspective of Companies 111 C. Perspective of Investors 113 III. An Argument for Using Securities Law to Achieve Corporate Accountability 115 A. Operationalizing Human Rights Through Mandatory Regulations 115 B. The Materiality of Human Rights Risks 118 1. The Need for Disclosure Guidance on Existing Rules .... 120 2. The Costs of Not Reporting 123 Conclusion 125
Philipp Hacker - One of the best experts on this subject based on the ideXlab platform.
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crypto Securities Regulation icos token sales and cryptocurrencies under eu financial law
European Company and Financial Law Review, 2018Co-Authors: Philipp Hacker, Chris ThomaleAbstract:Cryptocurrencies, such as bitcoin and ethereum, have not only risen to public attention as novel means of payments, but also as facilitators of initial coin offerings (ICOs, also called token sales). In these entirely online-mediated offerings, entrepreneurs sell tokens registered on a blockchain in exchange for cryptocoins. Buyers receive tokens that can be understood as cryptographically-secured coupons which embody a bundle of rights and obligations. In July 2017, the SEC released an investigative report that highlighted that such tokens can be subject to the full scope of US Securities Regulation. It is unclear, however, to what extent EU Securities Regulation is applicable to ICOs and, particularly, whether issuers have to publish and register a prospectus in order to avoid criminal and civil prospectus liability in the EU. In conceptual terms, this depends on whether tokens are considered “Securities” under the EU prospectus Regulation regime. Against this background, this paper develops a nuanced approach that distinguishes between three archetypes of tokens: currency, investment, and utility tokens. It analyzes the differential implications of each of these types, and their hybrid forms, for EU Securities Regulation, and develops policy proposals for their Regulation.
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crypto Securities Regulation icos token sales and cryptocurrencies under eu financial law
Social Science Research Network, 2017Co-Authors: Philipp Hacker, Chris ThomaleAbstract:Cryptocurrencies, such as bitcoin and ethereum, have not only risen to public attention as novel means of payments. Rather, the current hype is fueled by financial applications built on top of these currencies that stand to potentially upend consumer and investment markets. The most remarkable and economically relevant of these applications are tokens sold via initial coin offerings (ICOs, also called token sales). In 2017 alone, the equivalent of about $5 billion have been raised through ICOs, and in the first quarter of 2018 already more than $6 billion. In these entirely online-mediated offerings, startup entrepreneurs sell tokens registered on a blockchain in exchange for cryptocoins traded on that blockchain (typically bitcoins or ethers). Investors receive tokens that can be understood as cryptographically-secured coupons which embody a bundle of rights and obligations. In July 2017, the SEC released an investigative report that highlighted that such tokens can be subject to the full scope of US Securities Regulation. As a result, issuers increasingly structure ICOs such as to prevent US citizens and residents from obtaining tokens in order to exclude the reach of US Securities Regulation. However, for the time being, EU citizens and residents are free to invest in tokens. This raises the question to what extent EU Securities Regulation is applicable to ICOs and, particularly, whether issuers have to publish and register a prospectus in order to avoid criminal and civil prospectus liability in the EU. In conceptual terms, this depends on whether tokens are considered “Securities” under the EU prospectus Regulation regime. The question is of great practical relevance since, despite the high stakes involving several $100 million in some ICOs, to our knowledge, up to now not a single token issuer has published or registered any such prospectus. Against this background, this paper develops a nuanced approach that distinguishes between three archetypes of tokens: currency, investment, and utility tokens. It analyzes the differential implications of each of these types, and their hybrid forms, for EU Securities Regulation. While the variety of tokens offered necessitates a case-by-case analysis, the discussion reveals that at least some types and hybrid forms of tokens are subject to EU Securities Regulation. By and large, pure investment tokens typically must be considered Securities, while pure currency and utility tokens are exempted from Securities Regulation in the EU. In identifying these archetypes, Regulation and market oversight will have to put substance over form. Finally, we spell out criteria for the application of EU Securities Regulation to hybrid token types. The paper closes by offering two policy proposals to mitigate legal uncertainty concerning token sales. First, we suggest tailoring disclosure requirements to the code-driven nature of token sales. Such an ICO-specific safe harbor would offer a clear and less burdensome path to EU law compliance for token sellers who suspect that their tokens may qualify as Securities. This only requires the Commission to amend its delegated 2004 Commission Prospectus Regulation. Second, we propose that, on an international level, governments form a compact to bestow certainty about the application of their respective Securities Regulation regimes to token sales. This is, first, to avoid regulatory overkill on the one and regulatory lacunae on the other hand in online-mediated, global token sales. Second, overlapping, and partially contradicting, Securities Regulation regimes can even undermine each other. In the end, only a joint international regulatory regime can efficiently balance investor protection and investor access in the face of the novel generation of decentralized blockchain applications.
