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Category Archives: Securities Law

A wild new court decision would blow up much of the government’s ability to operate

Vox: “The United States Court of Appeals for the Fifth Circuit issued yet another astonishing decision on Wednesday. Jarkesy v. SEC seeks to dismantle much of the system the federal government uses to enforce longstanding laws and to determine who is eligible for federal benefits. And it does so in defiance of numerous Supreme Court decisions that should bind lower courts. The Jarkesy decision claims that the system the Securities and Exchange Commission (SEC) uses to enforce federal laws protecting investors from fraud is unconstitutional for at least three different reasons; that it has been unconstitutional for years; and that somehow no one has noticed this fact until two particularly partisan judges, taking liberties with existing law, discovered these defects in the Jarkesy case. The holding of Jarkesy is broad. It could destroy the federal government’s power to enforce key laws preventing companies from deceiving investors, and it likely goes much further than that. Among other things, the decision could blow up the process that the Social Security Administration uses to determine who is entitled to benefits — although someone would have to file a new lawsuit before that could happen. The two judges in the majority, Jennifer Walker Elrod and Andy Oldham, are both known for interpreting the law in creative and unexpected ways to achieve results that align with the Republican Party’s policy preferences…”

Overview of the SEC Climate Risk Disclosure Proposed Rule

CRS Insight: Overview of the SEC Climate Risk Disclosure Proposed Rule, May 17, 2022 “On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to issue sweeping proposed climate-related disclosure rules for public companies. In issuing the proposed rules, the SEC cited its existing statutory authorities under the federal securities laws— specifically, the… Continue Reading

Coding and Collaboration: Data Analytics in the Law School Classroom

Alexander, Charlotte and Iannarone, Nicole G., Coding and Collaboration: Data Analytics in the Law School Classroom (June 2021). Forthcoming, Transactions: Tennessee Journal of Business Law, Available at SSRN: https://ssrn.com/abstract=3965047 or http://dx.doi.org/10.2139/ssrn.3965047 “Technological advances provide opportunities for lawyers to deliver sophisticated – and cost effective – legal advice. A basic understanding of the emerging field of… Continue Reading

A 2011 dictionary is reshaping the language of corporate reporting

Quartz – “A new corporate principle is: Never say you’re restating anything. The machines will hold it against you. Over the past decade, “restatement” is the word companies have most strenuously tried to avoid in the text of their filings with the Securities and Exchange Commission, according to an upcoming paper by academics at Georgia… Continue Reading

COVID-19 Liability: Tort, Workplace Safety, and Securities Law

CRS report via LC – COVID-19 Liability: Tort, Workplace Safety, and Securities Law, September 24, 2020: “Although the COVID-19 pandemic is still unfolding, a number of plaintiffs have already filed lawsuits seeking compensation for COVID-19-related injuries. Some stakeholders have expressed concern that the risk of COVID-19-related lawsuits threatens a range of businesses and other entities… Continue Reading

How to make sure Google automatically deletes your data on a regular basis

Vox: “…The company announced on Wednesday that auto-delete will be the default setting for user account activity settings. That said, this “default” setting only applies to new accounts or existing accounts that now turn on data retention after having it disabled. And the default auto-delete time still gives Google as much as three years of… Continue Reading

SEC is plugged into the potential pitfalls of making Covid-19 vaccines

Via Quartz: SEC filings tell us a lot about the potential pitfalls of making Covid-19 vaccines. Companies working on vaccines detail how unlikely it is for a trial to fail, and it underscores how vaccines aren’t a magic bullet—total public health must be considered if we’re going to make progress….Enter 8-K forms. Publicly-traded companies are required… Continue Reading

Move Fast and Break Things Law, Technology, and the Problem of Speed

Chesterman, Simon, ‘Move Fast and Break Things’: Law, Technology, and the Problem of Speed (January 8, 2020). NUS Law Working Paper 2020/001. Available at SSRN: https://ssrn.com/abstract=3516032 or http://dx.doi.org/10.2139/ssrn.3516032 “Since computers entered into the mainstream in the 1960s, the efficiency with which data could be processed has raised regulatory questions. This is well understood with respect… Continue Reading

SEC Launches New Strategic Hub for Innovation and Financial Technology

“The U.S. Securities and Exchange Commission today announced the launch of the agency’s Strategic Hub for Innovation and Financial Technology (FinHub). The FinHub will serve as a resource for public engagement on the SEC’s FinTech-related issues and initiatives, such as distributed ledger technology (including digital assets), automated investment advice, digital marketplace financing, and artificial intelligence/machine learning. The FinHub… Continue Reading

Securities Regulation and Initial Coin Offerings: A Legal Primer

CRS Report – Securities Regulation and Initial Coin Offerings: A Legal Primer. August 31, 2018 R45301 “Initial coin offerings (ICOs)—a method of raising capital in exchange for digital coins or tokens that entitle their holders to certain rights—are a hot topic among legislators, regulators, and financial market professionals. In response to a surge in the… Continue Reading

OpenEDGAR: Open Source Software for SEC EDGAR Analysis

Computational Legal Studies: “Our next paper — OpenEDGAR – Open Source Software for SEC Edgar Analysis is now available.  This paper explores a range of #OpenSource tools we have developed to explore the EDGAR system operated by the US Securities and Exchange Commission (SEC).  While a range of more sophisticated extraction and clause classification protocols can… Continue Reading

You Can’t Opt Out Of Sharing Your Data, Even If You Didn’t Opt In

FiveThirtyEight: “…Yonatan Zunger, a former Google privacy engineer, noted we’ve known for a long time that one person’s personal information is never just their own to share. It’s the idea behind the old proverb, “Three may keep a secret if two of them are dead.” And as far back as the 1960s, said Jennifer Lynch,… Continue Reading