Download Free From Federal Rules To Intersystemic Governance In Securities Regulation Book in PDF and EPUB Free Download. You can read online From Federal Rules To Intersystemic Governance In Securities Regulation and write the review.

In this brief essay, prepared as part of a symposium on The New Federalism: Plural Governance in a Decentered World, I explore the regulatory dynamics at work: (1) in the operation of Securities Exchange Act Rule 14a-8, (2) in the interventions of then-Attorney General Eliot Spitzer in the national securities markets, and (3) in recent steps by the Securities and Exchange Commission to reconcile U.S. and international accounting standards. In each case, a distinct dynamic of regulatory interaction - what I term intersystemic governance - can be observed. In such cases, overlapping jurisdiction combines with various sources of interdependence to produce a regulatory scheme that goes beyond regulatory cooperation supporting each jurisdiction's pursuit of its own goals. Rather, it may produce something akin to joint, or intertwined, regulation of relevant individuals, institutions, or subject-matter. In such regimes, discrete sets of regulatory rules may collapse into a collective whole.
In recent years, Rule 14a-8 of the Securities Exchange Act - first adopted more than sixty years ago to increase shareholder participation in corporate governance - has been the subject of a flurry of litigation, scholarly analysis, and SEC rulemaking. Most recently, following several years of debate, the SEC issued a significant clarification of the rule, reversing the Second Circuit's hotly contested interpretation of it in AFSCME v. AIG. For the most part, the debates surrounding Rule 14a-8 - including in the latter case - have focused on the scope of the rule's exceptions. This paper, selected for reprinting in the Securities Law Review's forthcoming volume of the year's top securities law articles, attempts to go beyond those exceptions, to suggest a fundamental rethinking of the nature and operation of the rule. Specifically, the paper explores Rule 14a-8 as an occasion for what I have termed "intersystemic governance" - an embrace of cross-jurisdictional overlap and engagement in regulatory design and function. In its very structure, thus, Rule 14a-8 calls on the SEC to interpret and apply state law. Properly utilized, this scheme offers an opportunity for the development of regulatory norms that meaningfully integrate both federal and state values of corporate governance and shareholder participation. To this end, among other reforms, I propose a shift in the SEC presumptions applicable to no-action letters, praise Delaware's recent constitutional amendment to permit SEC certification of questions to the Delaware courts, and highlight various opportunities for heightened discourse. By means such as these, a more integrated - and ultimately more efficient - regime of shareholder participation may begin to emerge.
In this analysis of securities regulation, the author demonstrates that the current approach toward U.S. regulation - exclusive jurisdiction of the Securities and Exchange Commission - is misguided and should be revamped by implementing a regime of competitive federalism. Under such a system firms would select their regulator from among the states, the SEC, or other nations. The author asserts that competitive federalism harnesses the high-powered incentives of markets to the regulatory state to produce regulatory arrangements most compatible with investors' preferences. The author contends that the empirical evidence does not indicate that the SEC is effective in achieving its stated objectives. The commission's expansions of disclosure requirements over the years have not significantly enhanced investors' wealth. In addition, she asserts, evidence from institutional equity and debt markets and cross-country listing practices demonstrates that firms voluntarily disclose substantial information beyond mandatory requirements to provide the information investors demand. The author concludes that under competitive federalism, the aspects of the SEC's regime that are valuable to investors will be retained, those that are not will be discarded, and the resulting securities regime will better meet investors' needs than the present one.
Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.
An analysis of the relationship between private international law, examined from an international systemic perspective, and public international law.
The relationship between the state and the national government is among the most contested issues in the United States. And questions about where power should reside, how decisions should be made, and how responsibility should be allocated have been central to the American experiment in federalism. In Polyphonic Federalism, Robert A. Schapiro defends the advantages of multiple perspectives in government, arguing that the resulting ''polyphony'' creates a system that is more efficient, democratic, and protective of liberties. This groundbreaking volume contends that contemporary views of federalism are plagued by outmoded dualist notions that seek to separate state and federal authority. Instead, Schapiro proposes a polyphonic model that emphasizes the valuable interaction of state and federal law, one that more accurately describes the intersecting realities of local and national power. Through an analysis of several legal and policy debates, Polyphonic Federalism demonstrates how a multifaceted government can best realize the potential of federalism to protect fundamental rights.