Brokers as fiduciaries
One of Dodd-Frank’s major gifts to lawyers is Section 913(g), titled “authority to establish a fiduciary duty for brokers and dealers.” The section authorizes the SEC to create a standard of conduct for broker-dealers and investment advisers when providing personalized investment advice about securities to retail customers . . . to act in the best ... Brokers as fiduciaries
Delaware and the market for LLCs
Over at the Glom’s Junior Scholar Workshop Bob Lawless, Gordon Smith and I discuss Mahsen Manesh’s Delaware and the Market for LLC Law: A Theory of Contractibility and Legal Indeterminacy. This paper argues that Delaware’s lower, flatter charges for LLCs than for corporations indicate its lack of market power in the market for LLCs. Then ... Delaware and the market for LLCs
Another judge blasts the SEC
When the SEC announced its settlement with Citigroup a couple of weeks ago, I said: The SEC has reached another peculiar settlement, this time $75 million from Citigroup, plus fines against executives. As with the Goldman settlement, Citigroup didn’t admit fraud, or even, as in that case, a mistake. Citigroup was accused of misleading investors ... Another judge blasts the SEC
The Countrywide cases
The WSJ today covers the legal battles surrounding Countrywide Financial. The story is about the effort to hang somebody for the financial crisis. It also reveals much about the problems of criminalization of corporate agency costs, the politicization of criminal justice, and financial reform. The case against Countrywide and its former ceo Angelo Mozilo is ... The Countrywide cases
Another special rule for Steve Jobs
I’ve written about the Apple rule. Here’s another version: “License plates? I don’t need no stinkin license plates.”
The Law Market and U.S. law firms
According to an article in Corporate Counsel (HT Law Blog), a recent survey suggests U.S. law firms are losing international business to the Brits: About 53 percent of the companies use English law for international work, while only 34 percent use U.S. law. When asked to name law firms they would consider for multijurisdictional deals ... The Law Market and U.S. law firms
Why lawyers?
This is the real topic of Kenneth Anderson’s brief and more modestly titled Do Lawyers and Law Professors Have Any Comparative Advantages in Opining on Financial Regulation Reform? A Brief Essay. Anderson wonders whether “the skills of the lawyer and law professor are, at most, those of scribe seeking clearly to write down policy positions ... Why lawyers?
Do consumers need a license to shop?
A question I ask in my latest Forbes.com column.
More on getting rid of LLC fiduciary duties
I have frequently discussed the ongoing jurisprudential drama in Delaware on how firms can avoid fiduciary duties. The basic setup here is that Delaware allows LLCs and other unincorporated firms to completely eliminate fiduciary duties. But they have to do it carefully. Here’s my most recent discussion of the state of play on what that ... More on getting rid of LLC fiduciary duties
The unexpected expected consequences of financial reform
The LA Times expresses surprise that Goldman Sachs will come out quite well from financial reform. Who did they think was calling the shots in Congress? Consumers? Investors? How badly were accountants, the culprits in the last financial meltdown, hurt by Sarbanes-Oxley? Most notably, the LA Times is shocked Goldman is not actually going to ... The unexpected expected consequences of financial reform
Will an m & a boom save Big Law?
John Carney thinks a recent notable move of prominent banking partners from Latham to Milbank might signal that “debt financing for takeovers is about to take off,” just as it did when the same team moved from Skadden to Latham in 2004. This would also be consistent “with corporate cash piling up to record levels.” ... Will an m & a boom save Big Law?
Market vs. regulatory incentives for whistleblowing
The Financial Times notes that New US whistleblowing incentives within the Dodd-Frank financial reform act – that could net informants multimillion dollar pay-outs – are likely to generate a surge in allegations against US-listed companies and Wall Street banks, lawyers say. * * *[F]inancial industry bodies and lawyers representing companies warned that the scale of ... Market vs. regulatory incentives for whistleblowing
