In March 2020, it was revealed that several U S Senators had cashed in their stocks after receiving intelligence on COVID-19, sparking both outrage and renewed
{"title":"Congressional Securities Trading","authors":"Gregory H. Shill","doi":"10.2139/ssrn.3570314","DOIUrl":"https://doi.org/10.2139/ssrn.3570314","url":null,"abstract":"In March 2020, it was revealed that several U S Senators had cashed in their stocks after receiving intelligence on COVID-19, sparking both outrage and renewed","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"46 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-04-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121059146","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}
We study potential fraudulent mismarking of newly purchased odd lot and two classes of round lot positions in structured products. Such mismarking artificially inflates net asset values and overstates cumulative returns. Applied to mutual funds launched after January 2010, a simulation-tested mismarking fund filter identifies 12 Highly Questionable funds managing $75 billion. The performance of these funds matches closely the predicted pattern of mismarking: extremely high alpha and skewness, particularly immediately after launch. We show that structured-product mismarking can seriously inflate return-since-inception metrics. We also provide evidence consistent with return smoothing in at one quarter of the sample structured product funds. The inflated performance metrics benefit fund managers through significantly higher Morningstar ratings and asset growth, but cause material losses to later investor cohorts.
{"title":"Mismarking Fraud in Mutual Funds","authors":"V. Atanasov, John J. Merrick, Philipp Schuster","doi":"10.2139/ssrn.3395430","DOIUrl":"https://doi.org/10.2139/ssrn.3395430","url":null,"abstract":"We study potential fraudulent mismarking of newly purchased odd lot and two classes of round lot positions in structured products. Such mismarking artificially inflates net asset values and overstates cumulative returns. Applied to mutual funds launched after January 2010, a simulation-tested mismarking fund filter identifies 12 Highly Questionable funds managing $75 billion. The performance of these funds matches closely the predicted pattern of mismarking: extremely high alpha and skewness, particularly immediately after launch. We show that structured-product mismarking can seriously inflate return-since-inception metrics. We also provide evidence consistent with return smoothing in at one quarter of the sample structured product funds. The inflated performance metrics benefit fund managers through significantly higher Morningstar ratings and asset growth, but cause material losses to later investor cohorts.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-03-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115012153","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}
J. Coffee, Joshua Mitts, James D. Cox, Peter Molk, Edward F. Greene, Randall S. Thomas, Meyer Eisenberg, R. Thompson, Colleen Honigsberg, Andrew Verstein, Donald C. Langevoort, Charles K. Whitehead
Today, some hedge funds attack public companies for the sole purpose of inducing a short-lived panic which they can exploit for profit. This sort of market manipulation harms average investors who entrust financial markets with their retirement savings. While short selling serves a critical function in the capital markets, some short sellers disseminate negative opinion about a company, inducing a panic and sharp decline in the stock price, and rapidly close that position for a profit prior to the price partially or fully rebounding. We urge the SEC to enact two rules which will discourage manipulative short selling. The petition for rule-making on short and distort has been jointly signed by twelve securities law professors nationwide.
{"title":"Petition for Rulemaking on Short and Distort","authors":"J. Coffee, Joshua Mitts, James D. Cox, Peter Molk, Edward F. Greene, Randall S. Thomas, Meyer Eisenberg, R. Thompson, Colleen Honigsberg, Andrew Verstein, Donald C. Langevoort, Charles K. Whitehead","doi":"10.2139/ssrn.3538340","DOIUrl":"https://doi.org/10.2139/ssrn.3538340","url":null,"abstract":"Today, some hedge funds attack public companies for the sole purpose of inducing a short-lived panic which they can exploit for profit. This sort of market manipulation harms average investors who entrust financial markets with their retirement savings. While short selling serves a critical function in the capital markets, some short sellers disseminate negative opinion about a company, inducing a panic and sharp decline in the stock price, and rapidly close that position for a profit prior to the price partially or fully rebounding. We urge the SEC to enact two rules which will discourage manipulative short selling. The petition for rule-making on short and distort has been jointly signed by twelve securities law professors nationwide.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"205 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131919757","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}
This paper is broken into three separate sections: Section I provides an overview of employee-benefit retirement plans and the statute which sets the guidelines for the regulation of such plans; Section II provides a history of the fall of the “large-menu defense” and the rise of the duty of prudence; Section III explains the recent ERISA litigation involving Northwestern University and argues that the court erred in the dismissal of the case because it misapplied the large-menu defense and failed to recognize the recent case law strengthening the duty of prudence.
{"title":"The Rise the Duty of Prudence and Demise of the Large-Menu Defense: An Update on Recent ERISA Litigation and Divane v. Northwestern","authors":"Lou Cusano","doi":"10.2139/ssrn.3506849","DOIUrl":"https://doi.org/10.2139/ssrn.3506849","url":null,"abstract":"This paper is broken into three separate sections: Section I provides an overview of employee-benefit retirement plans and the statute which sets the guidelines for the regulation of such plans; Section II provides a history of the fall of the “large-menu defense” and the rise of the duty of prudence; Section III explains the recent ERISA litigation involving Northwestern University and argues that the court erred in the dismissal of the case because it misapplied the large-menu defense and failed to recognize the recent case law strengthening the duty of prudence.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"203 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-12-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116151143","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}
This paper discusses market manipulation schemes on option expiration dates. We show that under ordinary circumstances, writers, but not holders, would have an incentive to manipulate the expiration of standard options, but both are incentivized to manipulate cash-settled options. Using our baseline results, we examine profits and incentives for a number of common option strategies. We then discuss a number of novel changes in modern option markets, such as automatic (as opposed to optional) exercise, different methods of calculating settlement prices, and passive exit strategies, and how these innovations affect the incentives to manipulate. Finally, we discuss manipulation for positional as opposed to profit-taking motives and examine several recent regulatory cases involving option manipulation.
{"title":"Market Manipulation Schemes at Option Expiration","authors":"K. Danger, Matthew Flagge, James Outen","doi":"10.2139/ssrn.3520933","DOIUrl":"https://doi.org/10.2139/ssrn.3520933","url":null,"abstract":"This paper discusses market manipulation schemes on option expiration dates. We show that under ordinary circumstances, writers, but not holders, would have an incentive to manipulate the expiration of standard options, but both are incentivized to manipulate cash-settled options. Using our baseline results, we examine profits and incentives for a number of common option strategies. We then discuss a number of novel changes in modern option markets, such as automatic (as opposed to optional) exercise, different methods of calculating settlement prices, and passive exit strategies, and how these innovations affect the incentives to manipulate. Finally, we discuss manipulation for positional as opposed to profit-taking motives and examine several recent regulatory cases involving option manipulation.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130936624","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}
The specificity of statutes is important when the statute provides for criminal penalties. This Essay examines a cryptocurrency fraud prosecution, looking at the issue of whether cryptocurrency is included in securities fraud statutes. It also looks at proposed legislation that would omit cryptocurrency as a security, but then calls for enhanced regulation and tax relief. Additional clarification is needed to ascertain whether cryptocurrency fraud can be prosecuted under current securities fraud statutes. This Essay questions such prosecutions when the location of key definitions rest within agency regulations. Although specificity may not be needed to account for every imaginable type of fraud, when it comes to cryptocurrencies, Congress needs to provide more direction.
{"title":"Cryptocurrencies and Securities Fraud: In Need of Legal Guidance","authors":"Ellen S. Podgor","doi":"10.2139/SSRN.3413384","DOIUrl":"https://doi.org/10.2139/SSRN.3413384","url":null,"abstract":"The specificity of statutes is important when the statute provides for criminal penalties. This Essay examines a cryptocurrency fraud prosecution, looking at the issue of whether cryptocurrency is included in securities fraud statutes. It also looks at proposed legislation that would omit cryptocurrency as a security, but then calls for enhanced regulation and tax relief. Additional clarification is needed to ascertain whether cryptocurrency fraud can be prosecuted under current securities fraud statutes. This Essay questions such prosecutions when the location of key definitions rest within agency regulations. Although specificity may not be needed to account for every imaginable type of fraud, when it comes to cryptocurrencies, Congress needs to provide more direction.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114220220","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}
The Committee is considering two different kinds of legislative proposals. The first kind are improvements to the existing regime: rewarding PCAOB whistleblowers to encourage early reporting, improving the process for granting waivers from bad actor disqualifications, and increasing the civil fines that the SEC can impose. The second kind of legislative proposals codify an existing practice in SEC enforcement, now decades-old, such as disgorgement in civil actions. These practices are threatened by recent Supreme Court decisions in Kokesh v. SEC, 137 S. Ct. 1635 (2017) and Gabelli v. SEC, 133 S Ct. 1216 (2013). These cases threaten not only SEC disgorgement but also similar remedies sought by the SEC and its sister enforcement agencies. Failure to act and adopt the proposed amendments does not preserve the status quo. Rather, inaction would significantly hamper SEC enforcement since lower courts applying these new decisions are blocking long-standing agency practices. The testimony is divided in three parts. In Part I, I discuss the Discussion Drafts that propose increasing civil fines and codifying equitable relief in civil actions. In Part II, I supply empirical evidence on the impact of short limitations periods on SEC enforcement, and suggest that an increase in the limitations period is necessary. Finally, in Part III, I provide data on SEC’s bad actor disqualification and waiver practices. Specifically, my comments suggest that the proposed amendments are necessary to bring transparency and accountability to the waiver process.
委员会正在考虑两种不同的立法建议。第一种是对现有制度的改进:奖励PCAOB举报人，鼓励他们尽早报告，改进对不良行为者取消资格的豁免程序，增加SEC可以施加的民事罚款。第二类立法建议是将SEC已有数十年历史的现有执法做法编入法律，比如民事诉讼中的撤销。这些做法受到最近最高法院在Kokesh诉SEC案(137 S Ct. 1635(2017))和Gabelli诉SEC案(133 S Ct. 1216(2013))中判决的威胁。这些案件不仅威胁到SEC的解散，而且威胁到SEC及其姐妹执法机构寻求的类似补救措施。不采取行动和通过拟议的修正案不能维持现状。相反，不作为将严重妨碍证交会的执法，因为下级法院适用这些新裁决，阻碍了证交会长期以来的做法。证词分为三个部分。在第一部分中，我讨论了增加民事罚款和将民事诉讼中的衡平法救济法典化的讨论稿。在第二部分中，我提供了短时效期对SEC执法的影响的经验证据，并建议延长时效期是必要的。最后，在第三部分中，我提供了美国证券交易委员会不良行为者取消资格和放弃实践的数据。具体地说，我的评论表明，拟议的修正案对于使豁免程序具有透明度和问责制是必要的。
{"title":"Testimony of Urska Velikonja Before the U.S. House Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets on Proposals to Strengthen Enforcement Against Securities Law Violators","authors":"Urska Velikonja","doi":"10.2139/ssrn.3453501","DOIUrl":"https://doi.org/10.2139/ssrn.3453501","url":null,"abstract":"The Committee is considering two different kinds of legislative proposals. The first kind are improvements to the existing regime: rewarding PCAOB whistleblowers to encourage early reporting, improving the process for granting waivers from bad actor disqualifications, and increasing the civil fines that the SEC can impose. The second kind of legislative proposals codify an existing practice in SEC enforcement, now decades-old, such as disgorgement in civil actions. These practices are threatened by recent Supreme Court decisions in Kokesh v. SEC, 137 S. Ct. 1635 (2017) and Gabelli v. SEC, 133 S Ct. 1216 (2013). These cases threaten not only SEC disgorgement but also similar remedies sought by the SEC and its sister enforcement agencies. Failure to act and adopt the proposed amendments does not preserve the status quo. Rather, inaction would significantly hamper SEC enforcement since lower courts applying these new decisions are blocking long-standing agency practices. \u0000 \u0000The testimony is divided in three parts. In Part I, I discuss the Discussion Drafts that propose increasing civil fines and codifying equitable relief in civil actions. In Part II, I supply empirical evidence on the impact of short limitations periods on SEC enforcement, and suggest that an increase in the limitations period is necessary. Finally, in Part III, I provide data on SEC’s bad actor disqualification and waiver practices. Specifically, my comments suggest that the proposed amendments are necessary to bring transparency and accountability to the waiver process.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117056643","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}
Pub Date : 2019-06-17DOI: 10.1093/oxfordhb/9780198840954.013.22
Wulf A. Kaal
This chapter evaluates the prevalent regulatory approaches for hedge funds. Among these are direct regulation, indirect regulation, so-called prudential hedge fund regulation, and eventually co-coordinated international cooperation. The chapter shows that indirect regulation of the hedge fund industry attains most regulatory objectives while providing the industry with sufficient freedom to operate. The chapter concludes with an examination of the benefits of indirect regulation of the hedge fund industry.
{"title":"Indirect Regulation of Hedge Funds","authors":"Wulf A. Kaal","doi":"10.1093/oxfordhb/9780198840954.013.22","DOIUrl":"https://doi.org/10.1093/oxfordhb/9780198840954.013.22","url":null,"abstract":"This chapter evaluates the prevalent regulatory approaches for hedge funds. Among these are direct regulation, indirect regulation, so-called prudential hedge fund regulation, and eventually co-coordinated international cooperation. The chapter shows that indirect regulation of the hedge fund industry attains most regulatory objectives while providing the industry with sufficient freedom to operate. The chapter concludes with an examination of the benefits of indirect regulation of the hedge fund industry.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132327112","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}
In April 2018, music streaming giant Spotify disrupted the traditional initial public offering model and became a publicly traded company through a novel process known as a direct listing. Eschewing standard Wall Street practice, Spotify did not raise new money through the offering and instead simply made its existing shares available for purchase by the public. Spotify worked throughout 2017 and 2018 alongside legal counsel and investment banks and in communication with the Securities and Exchange Commission to facilitate the unorthodox approach. Major technology companies are now adopting a similar approach. In recognition of these developments, this Comment has two aims: to shed light on the statutory contours of a direct listing and to contribute to the legal understanding of underwriter liability. As this financial innovation unfolds, an important question remains: Who is liable as an “underwriter” in a direct listing for purposes of liability under Section 11 of the Securities Act? This Comment argues that the investment banks Spotify retained as financial advisors qualify as statutory underwriters notwithstanding language in the registration statement to the contrary. By walking through the precise statutory elements of a direct listing and by calling attention to latent liabilities in the process, this Comment seeks to set forth a path for future technology unicorns to follow the Spotify playlist.
{"title":"The Underlying Underwriter: An Analysis of the Spotify Direct Listing","authors":"B. Nickerson","doi":"10.2139/SSRN.3393027","DOIUrl":"https://doi.org/10.2139/SSRN.3393027","url":null,"abstract":"In April 2018, music streaming giant Spotify disrupted the traditional initial public offering model and became a publicly traded company through a novel process known as a direct listing. Eschewing standard Wall Street practice, Spotify did not raise new money through the offering and instead simply made its existing shares available for purchase by the public. Spotify worked throughout 2017 and 2018 alongside legal counsel and investment banks and in communication with the Securities and Exchange Commission to facilitate the unorthodox approach. Major technology companies are now adopting a similar approach. \u0000 \u0000In recognition of these developments, this Comment has two aims: to shed light on the statutory contours of a direct listing and to contribute to the legal understanding of underwriter liability. As this financial innovation unfolds, an important question remains: Who is liable as an “underwriter” in a direct listing for purposes of liability under Section 11 of the Securities Act? This Comment argues that the investment banks Spotify retained as financial advisors qualify as statutory underwriters notwithstanding language in the registration statement to the contrary. By walking through the precise statutory elements of a direct listing and by calling attention to latent liabilities in the process, this Comment seeks to set forth a path for future technology unicorns to follow the Spotify playlist.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114357542","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}
Will the market adopt new market designs that address the negative aspects of high-frequency trading? This paper builds a theoretical model of stock exchange competition, shaped by institutional and regulatory details of the U.S. equities market. We show that under the status quo market design: (i) trading behavior across the many distinct exchanges is as if there is just a single “synthesized” exchange; (ii) as a result, trading fees are perfectly competitive; but (iii) exchanges capture and maintain significant economic rents from the sale of “speed technology” (i.e., proprietary data feeds and co-location)—arms for the high-frequency trading arms race. Using a variety of data, we document seven stylized empirical facts that suggest that the model captures the essential economics of how U.S. stock exchanges compete and make money in the modern era. We then use the model to examine the private and social incentives for market design innovation. We find that while the social returns to market design innovation are large, the private returns are much smaller and may be negative, especially for incumbents that derive rents in the status quo from selling speed technology.
{"title":"A Theory of Stock Exchange Competition and Innovation: Will the Market Fix the Market?","authors":"Eric Budish, Robin S. Lee, John J. Shim","doi":"10.2139/ssrn.3391461","DOIUrl":"https://doi.org/10.2139/ssrn.3391461","url":null,"abstract":"Will the market adopt new market designs that address the negative aspects of high-frequency trading? This paper builds a theoretical model of stock exchange competition, shaped by institutional and regulatory details of the U.S. equities market. We show that under the status quo market design: (i) trading behavior across the many distinct exchanges is as if there is just a single “synthesized” exchange; (ii) as a result, trading fees are perfectly competitive; but (iii) exchanges capture and maintain significant economic rents from the sale of “speed technology” (i.e., proprietary data feeds and co-location)—arms for the high-frequency trading arms race. Using a variety of data, we document seven stylized empirical facts that suggest that the model captures the essential economics of how U.S. stock exchanges compete and make money in the modern era. We then use the model to examine the private and social incentives for market design innovation. We find that while the social returns to market design innovation are large, the private returns are much smaller and may be negative, especially for incumbents that derive rents in the status quo from selling speed technology.","PeriodicalId":431402,"journal":{"name":"LSN: Securities Law: U.S. (Topic)","volume":"54 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121203028","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}
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