Technological evolution and the devolution of corporate financial reporting.
TABLE OF CONTENTS INTRODUCTION I. TECHNOLOGY'S FIRST DIMENSION: THE ISSUERS THEMSELVES II. TECHNOLOGY'S SECOND DIMENSION: THE RISE OF THE UNSTABLE RETAIL INVESTOR III. TECHNOLOGY'S THIRD DIMENSION: BREAKING THE TRADITIONAL BOUNDARIES OF THE FIRM A. Derivatives and Synthetics B. Business-to-Business Relationships IV. THE FEEDBACK LOOP A. Testing the Limits B....

Six common mistakes of audit committees: from failing to fully understand complex accounting concepts to failing to interview key sales personnel, a repeating pattern emerges of shortcomings in the work of the audit committee.
AUDIT COMMITTEES of public companies are trying their best to adjust to the Sarbanes-Oxley Act of 2002, related SEC rules, and the increased focus by shareholders, corporate governance rating groups, and others on audit committee oversight. This has resulted in longer, more intense and more frequent meetings of audit...

Arbitration and reform in private securities litigation: dealing with the meritorious as well as the frivolous.
INTRODUCTION An important debate is raging regarding the federal regulatory role in the securities markets. On one side of this debate are those arguing that private securities litigation is dominated by greedy attorneys who use protracted litigation to extort large settlements from legitimate business, imposing a pernicious...

Securities fraud.
I. INTRODUCTION II. ELEMENTS OF THE OFFENSE A. Substantive Fraud 1. Material Omissions and Misrepresentations a. Misstatements and Omissions b. Materiality c. Scienter d. Reliance e. Willfulness 2. Insider Trading a. The...

1999 Responsibilities of Corporate Officers and Directors Under Federal Securities Laws.
By James Hamilton and Ted Trautmann Published by CCH Inc., Chicago, 285 pages, $60.00 IT TAKES special skill for experts to communicate knowledge of their field to those outside it. That skill must be particularly deft when the field is the dense, dynamic, and complex...

Europe and overseas commodity traders v. Banque Paribas London: zero steps forward and two steps back.
ABSTRACT While international securities transactions have become the norm in today's globalized economy, such transactions necessarily implicate the laws of more than one nation, thereby creating both conflict and confusion. Due to the depth and breadth of U.S. securities laws, plaintiffs often prefer to sue in the...

Foreign Corrupt Practices Act.
I. INTRODUCTION Congress enacted the Foreign Corrupt Practices Act ("FCPA")(1) in 1977 to criminalize illicit payments to foreign public officials by U.S. businesses and individuals.(2) Since then, however, U.S. businesses have been forced to compete in international markets against foreign business competitors unconstrained by laws proscribing bribery.(3)...

The easy case for derivatives use: advocating a corporate fiduciary duty to use derivatives.
In the 1990s, derivatives left their mark in newspaper headlines, financial statements of corporations, and the minds of brokers, CEOs, shareholders, lawyers, regulators, legislators, and investors worldwide. Two very distinct perceptions of derivatives have emerged, depending on one's level of sophistication and personal experience with derivatives. To victims of...

How will you recruit for audit committees?
New rules will make this more difficult, but an enhanced D&O policy can help. THIS YEAR, public-company boardrooms will feel the impact of a spate of new rules intended to enhance audit committee effectiveness and the reliability of financial statements. Adopted in December 1999 by the New...

The Law of Partnerships and Corporations.
J. Anthony VanDuzer, The Law of Partnerships and Corporations, 2d ed. (Toronto: Irwin Law, 2003). Pp. xvii, 512. It is high praise when a book aimed at law students is endorsed by judges. Such praise accompanied the first edition of this book, (1) and it will accompany...