The New York Attorney General filed a lawsuit against Exxon Mobil on October 24, 2018, claiming the company committed securities fraud in order to prop up the value of the company by publicly disclosing a higher proxy cost—or projected future cost—of climate change regulation than the internal cost used. Following this lawsuit, a federal class action was filed utilizing the same legal theory on the same facts. These lawsuits should be viewed as part of the larger history of lawsuits against large fossil fuel companies for climate change-related harms. Public nuisance theory largely captured a set of lawsuits against…
Author: Nate Chumley
United States law, which requires financial institutions to retain customer data, conflicts with European Union law, which requires financial institutions to delete customer data on demand. A financial institution operating transnationally cannot comply with both U.S. and EU law. Financial institutions thus face the issue that they cannot possibly delete and retain the same data simultaneously. This Note will clarify the scope and nature of this conflict. First, it will clarify the conflict by examining (1) the relevant laws, which are Europe’s General Data Protection Regulation (GDPR), the U.S. Bank Secrecy Act, and Securities and Exchange Commission (SEC) regulations,…
The statutory framework which prohibits individuals at financial institutions from engaging in money laundering attributes criminal or civil liability on the basis of an individual’s culpability with respect to the prohibited conduct. A recent Department of Justice policy shift has begun to place a greater focus on the prosecution of individuals within corporations. This shift has led to increased prosecutions of compliance personnel and bank officials in recent years. Through analysis of recent cases, this Note seeks to explore how the requirement of intentional and/or willful conduct defines the potential for criminal and/or civil exposure for compliance personnel and…
This Note examines how Major League Baseball’s (MLB) current free agent system is restraining trade despite the existence of the league’s non-statutory labor exemption from antitrust. The league’s players have seen their percentage share of earnings decrease even as league revenues have reached an all-time high. This reality is due to the players’ inability to “cash-in” when their market value hits its apex. Once these players enter the open market, their value has greatly deteriorated and consequently, they are unable to generate earnings commensurate with their value to the league. This Note first explores the progression of MLB’s exemption…
Popular culture has created the impression that shell corporations are primarily based in offshore jurisdictions with lax disclosure standards. However, by some measures, the United States is the most lenient jurisdiction regarding the transparency of beneficial ownership.[1] Certain American jurisdictions, such as Delaware, Nevada and Wyoming, are more popular than others for incorporating purposes. These jurisdictions are attractive given their lack of rigid disclosure requirements and large business taxes and fees.[2] The absence of disclosure requirements allows the true owners of the corporation to anonymize their affiliation with the entity; by anonymizing beneficial ownership, shell corporations can move funds, open…
A large portion of the cryptocurrency regulatory debate has centered around the Howey test.[1],[2] The Howey test is a framework articulated by the Supreme Court to decide whether an investment contract is a security, subjecting that investment contract to the federal securities laws.[3] This is because cryptocurrency and other blockchain innovations do not fit squarely into the Howey test.[4] The four elements of the Howey test are: (1) the investment of money (2) in a common enterprise (3) with the expectation of profit (4) through the effort of others.[5] All four of the prongs must be satisfied for the analyzed…
Congress passed the Tax Cuts and Jobs Act (TCJA) in late 2017, undoubtedly hailed the most drastic amendment to the Internal Revenue Code of 1986 since that year.[1] For individual income tax purposes, changes include a virtually doubled standard deduction, sharp limitations on itemized deductions, reduced income tax rates, and reforms to several other provisions.[2] The ‘simplified’ tax code was also forecasted to yield economic savings thanks to less time spent preparing tax forms and support due to the eliminated personal exemption and more filers utilizing the simplified standard deduction instead of cumbersome itemized deductions.[3] For example, itemized deduction rules…
In September, the Securities and Exchange Commission (“SEC”) proposed a series of updates to Guide 3 of Regulation S-K, which sets out statistical disclosure requirements for Bank Holding Companies (“BHCs”) and Savings & Loans associations (“S&Ls”).[1] First published in 1976, Guide 3 has remained unchanged since 1986, leading to substantial overlap with succeeding accounting standards adopted by the SEC.[2] Following the closure of the 60-day notice and comment period, this post presents a concise review of the proposed changes and their reception among commenters in law and accounting. The proposed rule changes generally update certain risk disclosures and remove others…
For the past several decades, the topic of executive pay has increased in relevance and controversy nearly as much as the executive salaries themselves. Since 1978, CEO and executive pay for publicly held corporations has increased 940%.[1] As of 2015, the average pay for the CEO of an S&P 500 company was 335 times that of its average worker[2]. Naturally, this has generated a spotlight on the issue, with one of the main questions being whether this is even an issue at all. Should CEOs be compensated at a rate so far beyond their employees? How did executive pay reach…
SEC Commissioner Hester M. Pierce (left) and Ben A. Indek (right) On November 14, 2019, Fordham University School of Law, in conjunction with Morgan Lewis & Bockius LLP, held their annual A.A. Sommer, Jr. Lecture on Corporate, Securities and Financial Law. This year’s lecture featured a conversation as Hester M. Peirce, a Commissioner of the U.S. Securities and Exchange Commission (SEC), was interviewed by Ben A. Indek, a partner at Morgan Lewis. The night began with a welcome from Fordham Professor Richard Squire, Director of Fordham’s Corporate Law Center, who discussed Fordham’s business law courses, clinics and the Journal of…