Twenty Most Cited Corporate Law & Securities Regulation Faculty in the United States, 2010-2014 (inclusive)

Rank Name School Citations Age in 2016
1 John Coffee, Jr. Columbia University 1470 72
2 Lucian Bebchuk Harvard University 1130 61
3 Stephen Bainbridge University of California, Los Angeles 1010 58
4 Reinier Kraakman Harvard University   820 67
5 Stephen Choi New York University   780 50
6 Donald Langevoort Georgetown University   770 65
7 Ronald Gilson Columbia University   760 70
8 Lynn Stout Cornell University   750 59
9 Roberta Romano Yale University   730 64
10 Henry Hansmann Yale University   720 71
11 Bernard Black Northwestern University   630 63
12 James Cox Duke University   620 73
13 Mark Roe Harvard

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John Coffee, Headshot

Volkswagen and the Culture of Silence

Since the Volkswagen story first broke in September 2015, most observers have just scratched their heads and muttered to themselves in amazement: “What were they thinking?  How could you place ‘defeat devices’ in 11 million cars worldwide and expect that you were going to escape detection for long?”  There is, however, an answer to this question—one that says much about what is wrong with current priorities and practices for the enforcement of white collar crime.  This column begins with an assessment of the Volkswagen case and then turns to an analysis of white collar crime strategies.  Finally, it proposes remedies … Read more

Latham explains Proposed Rules on Dodd-Frank Incentive Compensation Requirements for Financial Institutions

On April 21, 2016, the National Credit Union Administration (the NCUA) issued a proposed rule regarding incentive-based compensation paid by certain financial institutions (the Proposed Rule) to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 956).1 Section 956 requires various Federal agencies to issue regulations that limit certain incentive compensation practices at financial institutions. The Office of the Comptroller of the Currency (the OCC), the Federal Deposit Insurance Corporation (the FDIC) and the Federal Housing Finance Agency (the FHFA) released their respective versions of the proposed rule on April 26, 2016, and the … Read more

PwC discusses Ten Key Points from the SEC’s Business Conduct Standards for Swap Entities

One down, three to go: SEC rulemaking is heating up.

Last month, the Securities and Exchange Commission (SEC) finalized business conduct standards for security-based swap dealers (SBSDs).[1] The completion of this rule by the SEC is significant because few security-based swap (SBS) rules have been finalized as compared to the numerous rules completed by the Commodity Futures Trading Commission (CFTC) that govern other types of swaps.[2] These business conduct standards represent the first of four rulemakings that must be finalized before SBSDs will have to register with the SEC.[3]

The SEC’s rule will impact how SBSDs communicate … Read more

judge-140x150

Putting the Fall of LendingClub in Perspective

On Monday, LendingClub Corp., a leader in the growing online lending space, announced the surprise resignation of its founder and CEO, Renaud Laplanche.  Laplanche resigned in response to a board investigation that revealed a number of internal control failures, including the sale of more than $20 million in loans that failed to conform to the requirements imposed by the acquiring investors and the doctoring of dates on loan applications to cover up noncompliance with respect to $3 million in loans sold.  These developments triggered a massive decline in LendingClub’s stock price, but also contribute to a growing cacophony of questions … Read more

Professor Kate Judge Honored for Leading Corporate and Securities Law Article

The work of Columbia Law School Professor Kate Judge appears in the list of twelve best corporate and securities law articles in 2015, based on a poll conducted by the Corporate Practice Commentator.  Teachers in corporate and securities law were asked to select the best corporate and securities articles from a list of articles published and indexed in legal journals during 2015.  More than 540 articles were on the list.  Professor Judge was selected for her article Intermediary Influence appearing in the University of Chicago Law Review.… Read more

PwC discusses Five Key Points from Basel’s Proposed Restrictions on Internal Models for Credit Risk

Last week, the Basel Committee on Banking Supervision (Basel) proposed floors and other constraints on the use of internal models for calculating credit risk capital. The proposal aims to reduce complexity and variation in the calculation of regulatory capital among banking institutions, thus improving comparability. To that end, the proposal generally discourages (and in some instances prohibits) the use of internal ratings-based (IRB) approaches in calculating risk weighted assets (RWA) related to credit risk. The proposal’s objective is consistent with Basel’s other recent issuances, i.e., the re-proposed standardized approach for credit risk (issued last December),1 revised final capital requirements … Read more

Choi & Pritchard

The SEC’s Shift to Administrative Proceedings: An Empirical Assessment

Congress expanded the SEC’s ability to pursue enforcement actions in administrative proceedings in the Dodd Frank Act, bringing the agency’s use of proceedings before its own administrative law judges (ALJs) into the spotlight. A number of respondents have challenged the constitutionality of these proceedings, relying principally on arguments arising out of the Appointments Clause of the Constitution. Those disputes are currently being played out both before the SEC and in the courts, but they are unlikely to be a long-term obstacle to the SEC’s use of administrative proceedings.

In our article, The SEC’s Shift to Administrative Proceedings: An Empirical AssessmentRead more

Andy Schmulow

Doing it the Australian Way, ‘Twin Peaks’ and the Pitfalls in Between  

The ‘Twin Peaks’ method of financial system regulation is widely regarded as the leading model for the regulation of a country’s financial system. Australia was the first to adopt the model in 1997, has been using it the longest, and fared the best among the G20 during the global financial crisis. As a result, Australia’s Twin Peaks model is being exported around the globe.

The model was first proposed by an Englishman, Dr Michael Taylor, in 1994. So-called because it proposes two, specialist, mega-regulators: one charged with the maintenance of financial system stability (ensuring banks don’t end-up bankrupt), and … Read more

Notice of Opportunity: Have You Ever Thought of Entering Academia?

Columbia Law School is looking for an Editor-at-Large to oversee and administer the Columbia Law School Blue Sky Blog.  The Blog, now completing its third year, has grown rapidly and become one of the most read sources of current information and opinion on corporate law, securities law, and financial regulatory issues, including white collar crime, enforcement, antitrust, restructuring and kindred topics.  The Blog’s content presents legal developments and insights from a range of sources, including practitioners, academics and regulatory bodies.  A new post is generally published at least once every weekday and the Blog also highlights important news developments in … Read more

gal-styl-spir

Bond Market Investor Herding: Evidence From the European Financial Crisis

Herd behavior is a widely used notion met in different contexts and disciplines, from neurology and zoology to sociology, psychology, economics and finance. In economics and finance the term herd behavior usually suggests the process where agents tend to imitate each other’s actions and/or base their decisions upon the actions of others. This behavior may not always indicate irrational agents. For instance, market participants may infer information from actions of previous participants, investors may react to the arrival of fundamental information or analysts and institutional investors may herd in order to protect their reputation. For example, Bikhchandani and Sharma (2001) … Read more

The SEC’s Appointment Problem and Its Likely Solution

With the passage of Section 929P(a) of the Dodd-Frank Act in 2010, the SEC saw the largest expansion of its administrative enforcement power to date. Prior to that, SEC administrative proceedings were limited to obtaining an order enjoining violations of the Exchange Act. Section 929P(a) amended this, authorizing the SEC to seek civil monetary penalties from “any person” in an administrative hearing.

While the SEC still brings a majority of its cases in federal courts—roughly 63 percent this fiscal year through June—a growing proportion of cases have been tried in its internal administrative tribunals, a trend the agency … Read more

The Perils, Protections and Proliferation of Pre-IPO Options: Expanding the 4(1½) Exception to Employee Options

Many would describe the era we are living in as a “startup bubble.” Not only has the number of startup companies increased dramatically, but many startups have also achieved record-breaking valuations. Alibaba, an e-commerce site, recently went public at a valuation of $21 billion, while Facebook’s IPO raised $16 billion. Yet experts say that 90% of startups fail, and even startups that do succeed often do so only after many years.

Many early startups don’t have enough capital to pay market rate salaries. To incentivize employees, many startup businesses give their employee “options” to receive shares in … Read more

Janet Austin

How IOSCO Can Capitalize on the Success of its MMoU as it Strives to Achieve Global Convergence of Securities Regulations

A core focus of the activities of the International Organization of Securities Commissions (IOSCO) is to develop and work towards implementing consistent standards of securities regulation throughout the world. Another of its important goals is to enhance the enforcement capabilities of its members. To this end in 2002 IOSCO formulated its Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (MMoU). This MMoU simplifies the process by which securities regulators can obtain information from each other for enforcement purposes. IOSCO has 124 members comprising the securities regulators from countries representing almost all of the world’s capital … Read more

Robert Krainer

The Consumer Financial Protection Bureau: A Five Year Retrospective

This post provides a 5 year review and evaluation of the Consumer Financial Protection Bureau (CFPB) which was established under the Dodd-Frank Act. The Dodd-Frank Act and the CFPB were a response to the financial and economic crisis that began in 2007. The length and depth of the ensuing recession was only exceeded by the Great Depression of the 1930’s. Researchers at the Federal Reserve Bank of Dallas put the cumulative loss (up to 2012) of real GDP as somewhere between $6 and $14 trillion.

Our evaluation of the CFPB is centered on two issues. The first is the philosophy … Read more

Kaal and Oesterle

The History of Hedge Fund Regulation in the United States

The hedge fund industry in the United States has evolved from a niche market participant in the early 1950s to a major industry operating in international financial markets today. Hedge funds in the United States were originally privately-held, privately-managed investment funds, unregistered and exempt from federal securities regulation. With increasing investor demand for hedge funds and significant growth of the hedge fund industry came a tectonic shift in the regulatory framework applicable to the industry.

Several core features characterize the hedge fund industry. A hedge fund’s goal is to earn for its investors a high rate of return on their … Read more

PwC discusses Year-Ahead US Roadmap for Derivatives Regulation

It has been three years since the first wave of registrants applied to be swap dealers (SDs) with the Commodity Futures Trading Commission (CFTC). Since then, SDs have focused on modifying their operations and building compliance programs that accommodate the flurry of new rules issued by the agency.[1] Despite these efforts, SDs continue to struggle with a lack of clarity in the rules and with a multitude of no-action letters that delay compliance with certain requirements (e.g., related to reporting and inter-affiliate clearing).

Further complicating matters for SDs, global coordination has been a challenge. Pulling back somewhat from previous … Read more

Skadden provides SEC Rulemaking Update: A Year of Changes, With More to Come

Last year, the Securities and Exchange Commission (SEC) made major progress in completing its rulemaking mandates under the Jumpstart Our Business Startups Act (JOBS Act) and the Dodd-Frank Act. Additionally, Congress enacted the Fixing America’s Surface Transportation Act (FAST Act), which made a number of key changes to federal securities laws, including creating new accommodations for initial public offerings (IPOs) by emerging growth companies (EGCs), private resales of securities and reduced or streamlined disclosures for public companies.

Many of these changes became effective in 2015 or are expected to become effective in 2016, leading to the prospect of both new … Read more

Mark E Burge

Emerging Payment Systems and the Primacy of Private Law

One of the most far-reaching legacies of twentieth century law is the establishment of comprehensive public regulation as the norm for governance of vast swaths of commerce. The reality of persistent and rapid technological change is, however, proving fatal for this paradigm in the field of payment systems.

Non-cash payment systems in the United States have been dominated by public-law regulatory schemes for well over a century, ranging from the 1896 Uniform Negotiable Instruments Law to the payment articles in today’s Uniform Commercial Code. The law of checks—long the dominant form of non-cash payments—was comprehensively codified in the UCC. By … Read more

PwC discusses Ten Key Points from Basel’s Fundamental Review of the Trading Book

On January 14th, the Basel Committee on Banking Supervision (BCBS) published its revised capital requirements for market risk. The final standard, also known as the Fundamental Review of the Trading Book (FRTB), is intended to harmonize the treatment of market risk across national jurisdictions and will generally result in higher global capital requirements. BCBS estimates a median capital increase of 22% and a weighted-average capital increase of 40%. However, we believe this impact can be somewhat mitigated by portfolio re-optimization.

  1. Standardized approaches continue to gain regulatory favor. The final framework allows banks to calculate their capital requirements using

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