CGN: Securities Regulation (Sub-Topic)最新文献

{"title":"The Finance Franchise","authors":"R. Hockett, S. Omarova","doi":"10.2139/ssrn.2820176","DOIUrl":"https://doi.org/10.2139/ssrn.2820176","url":null,"abstract":"The dominant view of banks and other financial institutions is that they function primarily as intermediaries, managing flows of scarce funds from those who have accumulated them to those who have need of them and can pay for their use. This understanding pervades textbooks, scholarly writings, and policy discussions – yet it is fundamentally false as a description of how a modern financial system works. Finance today is no more primarily “intermediated” than it is pre-accumulated or scarce. This Article challenges the outdated narrative of finance as intermediated scarce private capital and maps the basic structure and dynamics of the financial system as it actually operates. We begin by developing a three-part taxonomy of ways to model financial flows – what we call the “credit-intermediation,” “credit-multiplication,” and “credit-generation” models of finance. We show that only the last model captures the core dynamic of a complex modern financial system, and that the ultimate source of credit-generation in any such system is the sovereign public, acting primarily through its central bank and treasury. We then trace the operation of this dynamic throughout the financial system, from the banking sector, through the capital and “shadow banking” markets, all the way out to the “disruptive” frontier of peer-to-peer digital finance.What emerges from this retracing of the financial system’s operative logic is a comprehensive view of modern finance as a public-private franchise arrangement. On this view, the sovereign public acts effectively as franchisor, licensing private financial institutions to earn rents as franchisees in dispensing a vital public resource: the public’s monetized full faith and credit. We conclude the Article by drawing out some of the potentially transformative analytic and normative implications of a paradigmatic shift from the orthodox theory of financial intermediation to the franchise view of finance.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-08-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85510840","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Financial Regulation and Supervision in Corporate Governance of Banks","authors":"Hwan-Jin Kim","doi":"10.2139/SSRN.2655024","DOIUrl":"https://doi.org/10.2139/SSRN.2655024","url":null,"abstract":"This Essay discusses and analyzes the role of financial regulation and the state’s interference through financial supervision with corporate governance of banks from economic and political perspectives. It suggests that the limits of corporate law and financial regulation cause the state to use financial supervision as the effective tool for such interference. This Essay also argues that the stakeholder model cannot legitimize the state’s intrusion into the corporate governance of private banks through such non-legal measures as financial supervision. It looks into the alternative mechanisms in corporate law and financial regulation for the enhancement of corporate governance of banks from a comparative perspective.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90254773","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"It’s Your Money and We Want It Now: Regulation of the Structured Settlement Factoring Industry in the Era of Dodd-Frank and the Consumer Financial Protection Bureau","authors":"Alexander Ash","doi":"10.2139/SSRN.2725908","DOIUrl":"https://doi.org/10.2139/SSRN.2725908","url":null,"abstract":"Calls for reform in the structured settlement factoring industry have recently grown louder across the nation. However, those calls ring hollow and many recipients of structured settlements are suffering abuses at the hands of the structured settlement factoring industry. Structured settlements substitute a lump-sum award with periodic payments, protecting against spendthrift behavior. The purpose of a structured settlement is to provide an income stream for the long term care of an injured party, and by “factoring,” often at a heavily discounted rate, the rights to future payments form the settlement leads to this purpose being completely undermined. A comprehensive approach enhancing existing protections, and layering in new federal regulation will advance the purpose of the structured settlement. Three solutions to protect the purposes of structured settlements and minimize unwanted outcomes in structured settlement factoring transactions. These include (1) increasing existing standards of review, (2) creating three protected “classes” of structured settlement recipients, and (3) regulating structured settlement factoring on an industry-wide scale with the Consumer Financial Protection Bureau. These proposals do not call for sweeping changes, but instead using existing mechanisms to protect the goals of structured settlements, as well as the recipients of structured settlements.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2016-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86733782","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Road to Precautionary Review of Financial Products","authors":"Hilary J. Allen","doi":"10.2139/ssrn.2638188","DOIUrl":"https://doi.org/10.2139/ssrn.2638188","url":null,"abstract":"Financial innovation introduces new and complex products into the financial system, providing market participants with more bespoke ways to manage their risk, return and liquidity. However, by increasing the complexity of the financial system, financial innovation also compromises financial stability. Faced with the rapid pace of financial innovation, regulators have two options. One is to seek to meet the complexity of the industry with complex regulation, in an arms race that under-resourced regulators are bound to lose. The less explored (and more controversial) path is for regulators to try to reduce the complexity of the financial system by limiting financial innovation through a pre-approval process for new financial products. This Essay surveys and adds to the proposals that have been advanced for such precautionary pre-approval of new financial products, focusing on the political and technical challenges that such proposals face.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-07-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73686562","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Comment Letter on Rule 14a-8(I)(10), Securities & Exchange Commission, June 18, 2015","authors":"J. Brown","doi":"10.2139/SSRN.2620417","DOIUrl":"https://doi.org/10.2139/SSRN.2620417","url":null,"abstract":"This letter focuses on SEC interpretations of Rule 14a-8(i)(10). The provision allows issuers to exclude shareholder proposals that have been “substantially implemented.” This has traditionally been used to allow for the exclusion of proposals rendered “moot” by the company’s actions. Companies, however, need not implement the shareholder proposal “exactly.” As a result, the staff is often asked to determine whether changes made by the company are substantial. The comment letter discusses positions taken by the staff where the company adopts a proposal asking that shareholders with a specified percentage of shares have the right to call a special meeting but limits eligible shares to those held for a specified period of time.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-06-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80784964","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Direito dos Valores Mobiliários - Capítulo 6 (Securities Law - Chapter 6)","authors":"Ary Oswaldo Mattos Filho","doi":"10.2139/ssrn.3505312","DOIUrl":"https://doi.org/10.2139/ssrn.3505312","url":null,"abstract":"Resumo: O presente trabalho, sexto capítulo do livro Direito dos Valores Mobiliários, publicado em 2015, tem como objeto de estudo a ação ordinária emitida publicamente pelas companhias de capital aberto. O referido valor mobiliário possui como principal característica a atribuição do direito de voto em deliberações sociais a seu detentor. Tal traço ínsito, que desempenha importante função no direcionamento do empreendimento comum, apresentou diversas alterações ao longo da história em decorrência do desenvolvimento econômico e da necessidade de novos modelos sociais. O trabalho trata, em um primeiro momento, sobre a evolução do direito e o valor do voto nos modelos inglês e holandês do início do século XVI, quando de seu surgimento, até os dias atuais. Em um segundo momento, o trabalho debruça-se sobre o direito e responsabilidades inerentes ao voto, por meio de uma análise histórico-normativa e de importantes precedentes da CVM, tratando do voto por procuração e do voto múltiplo. O estudo aborda também o papel do Estado enquanto sócio e a prática de políticas públicas por meio das socidades de economia mista, comparando o conceito de interesse público no Direito Administrativo e na Lei das Sociedades Anônimas. Por fim, o trabalho trata com profundidade sobre os acordos de acionistas no direito brasileiro. <br><br>Abstract: This text is the sixth chapter of the book Direito dos Valores Mobiliários (Securities Law) – published in 2015 –, which has the ordinary shares issued by publicly held companies as its research subject. This type of security has as main attribute the right to vote in corporate decision making by its holder. Such an intrinsic trait that plays an important role in directing the common enterprise has undergone several changes throughout history as a result of economic development and the need for new social models. The study addresses, at first, the evolution of the right and the value of voting in the English and Dutch models at the beginning of the sixteenth century, when the appearance of the ordinary shares occurred, until the present day. In sequence, it analyzes the rights and liabilities inherent to voting, through a historical-normative perspective and decisions of the Brazilian Securities Commission, dealing with proxy and cumulative voting. The study also addresses the role of the State as a partner and the use of government-controlled companies to practice public policies, comparing the concept of public interest in the administrative law and the law of corporations. Finally, the paper analyzes in-depth the shareholders' agreements under Brazilian law.<br>","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2015-05-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83356308","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Keep Securities Reform Moving: Eliminate the SEC's Integration Doctrine","authors":"Stuart R. Cohn","doi":"10.2139/SSRN.2535410","DOIUrl":"https://doi.org/10.2139/SSRN.2535410","url":null,"abstract":"Small and developing companies raising capital under the federal securities laws often face the considerable barrier imposed by the SEC's integration doctrine. Despite recent reforms in registration exemptions the integration doctrine has remained untouched and continues to be a significant problem for many companies needing multiple infusions of capital. This article examines and recommends that the integration doctrine be eliminated nearly in its entirety.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2014-12-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74928534","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Shareholder Decisionmaking in the Presence of Empty Voting and Hidden Ownership","authors":"J. Barry, J. Hatfield, S. Kominers","doi":"10.2139/ssrn.2447097","DOIUrl":"https://doi.org/10.2139/ssrn.2447097","url":null,"abstract":"We consider securities markets in which economic interests in firms and shareholder voting rights are traded independently; such markets allow for \"empty voters\" who hold voting rights in a firm that exceed their economic interests. We demonstrate that, in such settings, competitive equilibria generally do not exist and may be inefficient even when they do exist. As the competitive equilibrium solution concept does not provide useful predictions in the presence of empty voting, we focus on cooperative game-theoretic \"core outcomes.\" We show that core outcomes always exist, are always efficient, and can be reached from any initial allocation through voluntary trading; moreover, at a core outcome, agents have efficient incentives with regards to information revelation.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2014-08-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74659740","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Financial Systems, Crises and Regulation","authors":"Frank Partnoy","doi":"10.1093/OXFORDHB/9780199687206.013.5","DOIUrl":"https://doi.org/10.1093/OXFORDHB/9780199687206.013.5","url":null,"abstract":"This chapter of the forthcoming Oxford Handbook of Financial Regulation considers, in broad historical perspective and also with respect to the global financial crisis, why financial systems are crisis-prone and the relationship between financial crises and regulation. It begins with an overview of financial crises generally, and then considers both the historical and potential future role of regulation in financial crises. It discusses various theories of the roots of financial crises (cognitive error, moral hazard, information asymmetry, agency costs, trust, and complications of measurement and specification), as well as relevant policy measures (governance reforms, bank capital requirements, capital controls, and the role of the lender of last resort).","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2014-05-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82667099","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Reasons for the Gramm-Leach-Bliley Act","authors":"R. Natter","doi":"10.2139/SSRN.2427956","DOIUrl":"https://doi.org/10.2139/SSRN.2427956","url":null,"abstract":"One of the most repeated allegations about the financial crisis is that the passage of the Gramm-Leach-Bliley Act (GLBA) that repealed two sections of the Glass-Steagall Act in 1999 was a significant contributing factor in the subprime mortgage meltdown. However, these allegations never specify the exact link between GLBA and the crisis. The reason is that there is no readily apparent link between the two events. Simply put, the provisions of the Glass-Steagall Act that were repealed by GLBA did not prohibit the origination of subprime mortgage loans, to the securitization of mortgage loans, or to the purchase of mortgage-backed securities that resulted in the large losses that banks and other investors suffered when the housing bubble finally burst.","PeriodicalId":10000,"journal":{"name":"CGN: Securities Regulation (Sub-Topic)","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2014-04-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85243416","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}