F. Hodge O'Neal Corporate and Securities Law Symposium

Foreword

Troy A. Paredes
F. Hodge O'Neal Corporate and Securities Law Symposium

The New Uniform Securities Act

Joel Seligman
This is a new Uniform Securities Act. Amendment of the earlier 1956 Act or RUSA would not have been wise given the different versions of the 1956 Act enacted by the States and given the Committee’s goal to seek adoption of the new Uniform Securities Act in all state jurisdictions.
F. Hodge O'Neal Corporate and Securities Law Symposium

Reforming the Culture of Financial Reporting: The PCAOB and the Metrics for Accounting Measurements

James D. Cox
This Article approaches the principles versus rules debate from the cultural perspective of the American boardroom with an emphasis on the monitoring model’s dependence on not just the independence of directors, but on their outside advisors.
F. Hodge O'Neal Corporate and Securities Law Symposium

A Pox on Both Your Houses: Enron, Sarbanes-Oxley and the Debate Concerning the Relative Efficacy of Mandatory Versus Enabling Rules

Jonathan R. Macey
The main point of this Article is that the “demand-side” of U.S. capital markets is not functioning effectively, at least with respect to certain kinds of information.
F. Hodge O'Neal Corporate and Securities Law Symposium

From Enron to Worldcom and Beyond: Life and Crime After Sarbanes-Oxley

This Article presents the alternative view that the Sarbanes-Oxley Act’s criminal provisions make significant strides toward piercing the veil of corporate silence.
F. Hodge O'Neal Corporate and Securities Law Symposium

Gatekeepers, Disclosure, and Issuer Choice

Hillary A. Sale
Disclose, disclose, disclose. Disclose or abstain, disclose or no registration, disclose or be subject to litigation. The securities laws and regulations are full of talk about disclosure that is often mandated by specific regulations detailing what type and amount of disclosure is necessary or mandated by case law making it unacceptable for company officials to tell part, but not all, of the story.
F. Hodge O'Neal Corporate and Securities Law Symposium

Blinded by the Light: Information Overload and Its Consequences for Securities Regulation

Troy A. Paredes
The tone of this Article and its policy suggestions are necessarily tentative. The concerns about information overload expressed here are part of a larger trend considering how our growing understanding of investor psychology and behavioral finance might impact securities regulation. Before arguing for major regulatory reform, there is still much to be learned about information overload and about investor psychology and behavioral finance generally. Indeed, I ultimately call for more…
F. Hodge O'Neal Corporate and Securities Law Symposium

Cosmetic Compliance and the Failure of Negotiated Governance

Drawing on the incomplete contracts literature, this Article argues that, although the negotiated governance model provides valuable descriptive insights into the mechanisms by which legal rules develop, the model’s proponents minimize the dangers of opportunistic behavior during the renegotiation phases of governance (that is, the implementation and enforcement phases) by those with the greatest stake in the meaning of incomplete law-in this case, business organizations and legal compliance professionals, including…