DOCSLIB.ORG

When a Frog Is Just a Frog

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
When a Frog Is Just a Frog Covington & Burling When a frog is just a frog Caught flat-footed by the stock market’s dizzying fall, hobbled by lame appreciation for conflicts and hounded by a state prosecutor, Wall Street’s “sell” side analysts have been trapped in a net of new regulation, says David Martin Reprinted from ‘The European Lawyer’ July/August 2002 issue 20 ANALYSTS analysts. Should we have raised at least one eyebrow when the research world claimed FD would spell its end? Weren’t we curious to know why analysts never When a frog met a stock they didn’t like? Perhaps not. What purpose was there in outing this scene? A rising stock market has too many willing witnesses. Both regulators and the public clung to what now seems the quaint notion of the is just a frog Chinese wall. No-one saw it necessary to probe the personal ownership or pay of the analysts themselves. But by the late 1990s, as the market Caught flat-footed by the stock s after-shocks from the cooled, there were misgivings. Former market’s dizzying fall, hobbled by collapse of Enron and the SEC Chairman Arthur Levitt, Jr. lame appreciation for conflicts and dotcom market send tremors complained that analysts were “just a bit hounded by a state prosecutor, Wall of indignation and distrust eager to report that what looks like a frog Street’s “sell” side analysts have been through the capital markets, is really a prince. Sometimes a frog is just auditors,A executives and directors of public a frog.” His agency questioned conflicts trapped in a net of new regulation, companies brace for broad reforms. between investment banking and says David Martin Surprisingly, however, the prize for analysts, and reports of direct links the earliest victim of post-Enron pique between analyst compensation and was awarded months ago to securities investment banking revenue seeped research analysts. under Wall Street’s doors. And even now, more may be in the Mr Levitt, a Democrat, stepped down in offing. Law suits, investigations and early 2001 to make way for a new probable new laws all imperil the administration. The securities industry continued coexistence of securities sighed in relief, assuming that the Bush research under the same roof with agenda would have a light hand for Wall investment banking. That it should have Street. But Mr Levitt’s acting successor, come to this for US analysts may bewilder, Republican Laura Unger, herself a former if not worry, foreign confreres, who have for SEC enforcement attorney, would hear some time seemingly operated in a similar none of it. Although predisposed to regulatory environment. But, then too, it industry self-correction, Ms Unger was may only be in America that, as one star determined to get to the necessary facts on analyst put it, the new economy definition the table. She also faced an increasingly of “conflict of interest” was “synergy.” restive Congress during an appropriation No-one will benefit if analysts are so process in which her agency continued to burdened with regulatory and reputational pursue pay and budget increases to deal baggage that the field becomes with mounting concerns about staff unsustainable. Much may be said about the turnover and capacity. Through inquiries state of corporate disclosure, but this does into analyst trading practices and not diminish the role of analysts in participation in Congressional hearings, smoothing informational friction and the SEC uncovered a troubling record, one enhancing the efficiency of markets. that included cosy relationships between Sidelining analysts would underscore once analysts and investment banking clients, again that bad facts make bad law. threats of unfavourable ratings to obtain We did not get into this mess without business, opportunistic trading by analysts warning. Could we seriously have believed in securities they covered, ambiguity in that names such as Meeker, Blodget, recommendations including a dearth of Cohen and Grubman took on celebrity anything resembling “sell,” and opaque status based on some bottom-line celibacy? disclosure regarding any of the above. In 2000, the Securities and Exchange In June 2001, the Securities Industry Commission (SEC) adopted Regulation Association issued a set of best practices to Fair Disclosure (FD), a simple rule that guide research activities of member firms. forbids sharing of material inside At the same time, the National Association information selectively with, among others, of Securities Dealers (NASD) proposed the European Lawyer July/August 2002 ANALYSTS new rules to cover analysts. Neither of regulatory high ground. Historically, a start and that it was continuing to these initiatives was particularly strong, research activities of US broker/dealers, investigate the area. and both were palatable to the industry. which have an inherent conflict when Only a few weeks after approval of the The table was set for newly confirmed opining on firm clients, have been rules, Mr Spitzer, who had made the SEC Chairman Harvey Pitt, who had built covered by a patchwork of general rules progress of his investigation daily media a strong reputation as a securities attorney against market manipulation and fare, announced a settlement with Merrill on structuring back-office deals. The deceptive practices, along with some Lynch. The terms of this agreement called time seemed right for a graceful closure, requirements for supervision and for the firm to pay a $100 million fine, acceptable to both politicians and professional qualification. Risk of suit or sever the link between analysts and Wall Street. enforcement was managed through the investment bankers, create a new That was until Enron. Some may have separation of research and banking by investment review committee responsible seen the Enron eruption building, but not internal barriers or “Chinese walls” and for approving all analyst recommendations, enough of the analysts. In the days before generic disclosure. In times past, this and disclose any termination of research Enron declared bankruptcy on December principle-based rules framework may have coverage on, and compensation from a 2, 2001, after its stock had fallen 99 per been sufficient. Not, however, in light of the covered company. cent and after the SEC had opened its multiple embarrassing issues surrounding Mr Spitzer’s settlement has received investigation, 14 of 16 analysts who the research activities of investment much attention and some criticism. covered the company still recommended banking firms. Those issues revolved Republicans have accused him of that clients buy or hold the stock. This mainly around ownership and trading of grandstanding and warned that state ensured that they would be swept up in the securities by analysts and the interests of interference could lead to balkanisation of outrage that followed. financial service firms, particularly securities regulation. The Economist But early on, regulators and investment banks, in the businesses and slammed the deal, noting that it failed to Congressional investigators devoted most securities covered by their analysts. The address the relationship between analysts’ of their resources to the immediate victims, NASD and NYSE wrote rules approved conflicts and investment banking business, culprits and solutions. Few specific plans by the SEC in May of this year that while aggravating state interference in an for analysts seemed imminent, until the targeted these issues directly (see box). essentially national regulatory problem. To New York State Attorney General, Eliot Even as the industry took a dim view of those who saw the settlement as soft, Mr Spitzer, announced that he had the new rules, the SEC said they were just Spitzer described it as “a fair one, tailored commenced an investigation into the practices of Merrill Lynch and other firms. His source of authority was an 81-year old NASD/NYSE rules: New York securities anti-fraud statute. In a very real sense, he made analysts his n Bars on investment bankers supervising analysts and mandatory monitoring of bigger fish to fry. discussions between the two about research reports; At first, Wall Street and Washington n Breaking the link between an analyst's compensation and any specific were alternatively bemused and investment banking transaction; contemptuous. But this turned to disbelief, n Restrictions on when and whether analysts and their families can invest in when Mr Spitzer released a series of covered companies, including bars on: internal Merrill Lynch e-mails, –investing in companies in sectors covered by the analyst before they go public, documenting how the firm’s analysts had –trading in covered securities from 30 days before until five days after a privately bashed stocks they were publicly research report, and trading against the analyst's most recent recommendations; supporting. Suddenly, there was a smoking gun, one which federal authorities had n Bars on commissioning favorable research on investment banking business, either failed to find or reveal. including a rule against rating securities of a client within 40 days after taking it Spurred by concern about state public or within 10 days after a follow-on offering for less actively traded regulation of Wall Street, the SEC quickly companies; and set up a task force involving the New York n Disclosures in reports and during public appearances, including Stock Exchange (NYSE), the NASD, Mr links between an analyst's compensation and general investment banking Spitzer’s office and that of the attorneys revenues, payments to the firm for investment banking services in the last 12 or general of various other states as part of a next three months: formal inquiry into analyst trading –if the analyst has a personal financial interest or the firm has a one per cent or practices. The federal watchdog said it was more beneficial interest in a covered company, or either has any other material pursuing 10 cases involving possible conflict of interest, including as a director or officer, trading by analysts in conflict with their –the meanings and distributions of various ratings, and public recommendations.
Load more

Recommended publications
  • Self-Funding for the Securities and Exchange Commission
    Nova Law Review Volume 28, Issue 2 2004 Article 3 Self-Funding for the Securities and Exchange Commission Joel Seligman∗ ∗ Copyright c 2004 by the authors. Nova Law Review is produced by The Berkeley Electronic Press (bepress). https://nsuworks.nova.edu/nlr Seligman: Self-Funding for the Securities and Exchange Commission SELF-FUNDING FOR THE SECURITIES AND EXCHANGE COMMISSION JOEL SELIGMAN* I. THE INDEPENDENT REGULATORY AGENCIES GENERALLY ........... 234 II. A CASE STUDY: THE SEC ............................................................. 236 III. REVISITING THE INDEPENDENT REGULATORY AGENCY ............... 250 IV . SELF-FUN DIN G ............................................................................... 253 V . C O NCLUSIO N ..................................................................................259 What is the most important issue in effective securities regulation that was not addressed by the Sarbanes-Oxley Act of 2002? In my opinion, it is the issue of self-funding for the Securities and Exchange Commission ("SEC" or "Commission"). The experience of the SEC in the years immedi- ately preceding the Sarbanes-Oxley Act was one of an agency substantially underfinanced by Congress with a staff inadequate to fully perform such core functions as review of required filings. This dysfunction was the result of the inability of the Commission to ef- fectively secure appropriations to match its staff needs for the regulatory problems it was established to address. From the perspective of the White House and Congress, the SEC was just another agency. Its staff and budget requirements were consolidated with those of other agencies, and its rate of budgetary and staff adjustments were similar in significant aspects to the Executive Branch as a whole. Congress did not have the ability to focus on the precise regulatory dynamics of an agency like the SEC, to distinguish its needs from those of other agencies, and to address them in a timely fashion.
    [Show full text]
  • Understanding Enron: "It's About Gatekeepers, Stupid"
    Columbia Law School Scholarship Archive Faculty Scholarship Faculty Publications 2002 Understanding Enron: "It's about Gatekeepers, Stupid" John C. Coffee Jr. Columbia Law School, [email protected] Follow this and additional works at: https://scholarship.law.columbia.edu/faculty_scholarship Part of the Banking and Finance Law Commons, Business Organizations Law Commons, and the Law and Economics Commons Recommended Citation John C. Coffee Jr., Understanding Enron: "It's about Gatekeepers, Stupid", 57 BUS. LAW. 1403 (2002). Available at: https://scholarship.law.columbia.edu/faculty_scholarship/2117 This Article is brought to you for free and open access by the Faculty Publications at Scholarship Archive. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Scholarship Archive. For more information, please contact [email protected]. Understanding Enron: "It's About the Gatekeepers, Stupid" By John C. Coffee, Jr* What do we know after Enron's implosion that we did not know before it? The conventional wisdom is that the Enron debacle reveals basic weaknesses in our contemporary system of corporate governance.' Perhaps, this is so, but where is the weakness located? Under what circumstances will critical systems fail? Major debacles of historical dimensions-and Enron is surely that-tend to produce an excess of explanations. In Enron's case, the firm's strange failure is becoming a virtual Rorschach test in which each commentator can see evidence confirming 2 what he or she already believed. Nonetheless, the problem with viewing Enron as an indication of any systematic governance failure is that its core facts are maddeningly unique.
    [Show full text]
  • Where Are They Now? by Nicole Karp October 2012
    Accounting Legends & Luminaries…Where Are They Now? by Nicole Karp October 2012 Lynn Turner was the SEC Chief Accountant from 1998 to 2001. During his controversial tenure, Turner strongly advocated for enhanced oversight rules, auditor independence, and higher quality financial reporting on a global basis. One of today’s main revenue recognition rules – SAB 101, which later became SAB 104 – was issued during his term. After leaving the SEC, Turner worked as a Professor of Accounting at Colorado State University. He then reentered the private sector, first as Managing Director of Research at Glass Lewis & Co. Today, Turner holds a Managing Director position at LitiNomics, a firm that provides research, Lynn Turner analyses, valuations and testimony in complex commercial litigations. Arthur Levitt was SEC Chairman from 1993 to 2001. During his term, Levitt gained a reputation as a champion for individual investors. He gave numerous speeches about corporate earning management, and was credited with calling attention to the wide use of “cookie jar reserves”. Levitt’s term ended shortly before the Enron scandal. Levitt’s reputation as Chairman isn’t without its blemishes, however. Levitt himself indicated that his opposition to a rule requiring companies to record stock option expense on the income statement was his biggest mistake as Chairman. Moreover, the SEC under Levitt's leadership failed to uncover Bernie Madoff's Ponzi scheme and approved the exemption of some Enron partnerships from the Investment Company Act of 1940. Arthur Levitt After leaving the SEC, Levitt continued to champion individual investors, authoring “Take on the Street: What Wall Street and Corporate America Don't Want You to Know”.
    [Show full text]
  • Licensing the Word on the Street: the SEC's Role in Regulating Information
    Buffalo Law Review Volume 55 Number 1 Article 2 5-1-2007 Licensing the Word on the Street: The SEC's Role in Regulating Information Onnig H. Dombalagian Tulane Law School Follow this and additional works at: https://digitalcommons.law.buffalo.edu/buffalolawreview Part of the Business Organizations Law Commons Recommended Citation Onnig H. Dombalagian, Licensing the Word on the Street: The SEC's Role in Regulating Information, 55 Buff. L. Rev. 1 (2007). Available at: https://digitalcommons.law.buffalo.edu/buffalolawreview/vol55/iss1/2 This Article is brought to you for free and open access by the Law Journals at Digital Commons @ University at Buffalo School of Law. It has been accepted for inclusion in Buffalo Law Review by an authorized editor of Digital Commons @ University at Buffalo School of Law. For more information, please contact [email protected]. BUFFALO LAW REVIEW VOLUME 55 MAY 2007 NUMBER 1 Licensing the Word on the Street: The SEC's Role in Regulating Information ONNIG H. DOMBALAGIANt INTRODUCTION Information is said to be the lifeblood of financial markets.' Securities markets rely on corporate disclosures, quotes, prices, and indices, as well as the market structures, products, and standards that give them context and meaning, for the efficient allocation of capital in the global economy. The availability of and access to such information on reasonable terms has been identified as one t Associate Professor of Law, Tulane Law School. I would like to thank Roberta Karmel, Steve Williams, and Elizabeth King for their comments on prior drafts of this Article and Lloyd Bonfield, David Snyder, Jonathan Nash, and Christopher Cotropia for their helpful insights.
    [Show full text]
  • MARK S. THOMSON, on Behalf of Himself: No
    IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ___________________________________ MARK S. THOMSON, on behalf of himself: No. ___________________ and all others similarly situated, : : CLASS ACTION COMPLAINT Plaintiff, : FOR VIOLATIONS OF THE : FEDERAL SECURITIES LAWS v. : : MORGAN STANLEY DEAN WITTER : & CO. and MARY MEEKER, : : Defendants. : JURY TRIAL DEMANDED ___________________________________ : Plaintiff, by his undersigned attorneys, individually and on behalf of the Class described below, upon actual knowledge with respect to the allegations related to plaintiff’s purchase of the common stock of Amazon.com, Inc. (“Amazon” or the “Company”), and upon information and belief with respect to the remaining allegations, based upon, inter alia, the investigation of plaintiff’s counsel, which included, among other things, a review of public statements made by defendants and their employees, Securities and Exchange Commission (“SEC”) filings, and press releases and media reports, brings this Complaint (the “Complaint”) against defendants named herein, and alleges as follows: SUMMARY OF THE ACTION 1. In October 1999, Fortune named defendant Mary Meeker (“Meeker) the third most powerful woman in business, commenting, “[h]er brave bets – AOL in ‘93, Netscape in ‘95, e-commerce in ‘97, business to business in ‘99 – have earned her eight “ten-baggers”, stocks that have risen tenfold. Morgan Stanley’s “We’ve got Mary” pitch to clients has been key to its prominence in Internet financing. Her power is awesome: If she ever says “Hold Amazon.com”, Internet investors will lose billions.” 2. Fortune almost got it right. Investors did lose billions, but not because Meeker said “Hold Amazon.com”. Rather, investors were damaged by Meeker’s false and misleading statements encouraging investors to continue buying shares of Amazon.
    [Show full text]
  • SEC News Digest, July 28, 2000
    SEC NEWS DIGEST Issue 2000-144 July 28 2000 COMMISSION ANNOUNCEMENTS MARY TOKAR SENIOR ASSOCIATE CHIEF ACCOUNTANT IN THE OFFICE OF THE CHIEF ACCOUNTANT TO LEAVE SEC Mary Tokar Senior Associate Chief Accountant International in the Securities and Exchange Commissions Office of the Chief Accountant announced today that she is leaving the Commission to become partner in the accounting firm of KPMG Ms Tokar will join KPMGs national office in New York before transferring to the firms international accounting and reporting practice in London next year successor has not been named SEC Chairman Arthur Levitt said Mary has played an important role in the Commissions efforts to foster international accounting standards and forge significant regulatory and accounting agreements with our international counterparts Marys wise counsel ambassadorial skills unflappable demeanor and wonderful spirit have served continued success me the Commission and investors well wish her great SEC Chief Accountant Lynn Turner said Mary has been one of the most significant players contributing to the improvement of financial reporting on worldwide basis during her tenure at the SEC will miss her wise and excellent counsel In she Ms Tokar joined the SEC in 1994 as Professional Accounting Fellow 1996 Senior Associate was appointed an Associate Chief Accountant she was promoted to Chief Accountant in September 1991 Since 1999 she has served as the chair of the International Organization of Securities Commissions IOSCO Working Party No on Multinational Disclosures and Accounting
    [Show full text]
  • 11 Caso De11e High Tech Start Up
    UNIVERSITÀ DEGLI STUDI DI TRIESTE SEDE AMMINIS1RATIVA DEL DOTIORATO Università degli Studi di Bologna, Università Commerciale Luigi Bocconi di Milano, Università degli Studi di Firenze, Università degli Studi di Roma - La Sapienza, Università degli Studi di Siena, Università degli Studi di Udine SEDI CONSORZIATE DOTTORATO DI RICERCA IN FINANZA AziENDALE XVIIOCLO INFORMAZIONE, MERCATI FINANZIARI E VALORE 11 caso de11e high tech start up Dottorando Re latore Alberto Dell'Acqua ( f( Clùar.mo Prof. Maurizio Dallocchio Università Commerciale "Luigi Bocconi" Milano Coordinatore del Dottorato Clùar.mo Prof. Maurizio Farmi ANNo ACCADEMICD 2003/04 A mia nonna Assunta RINGRAZIAMENTI Questo lavoro giunge al termine del percorso di Dottorato di Ricerca in Finanza Aziendale intrapreso ad inizio 2002. Sono grato a coloro che mi hanno consentito di avviare e portare a termine questo cammino. Ringrazio il Pro f. Maurizio Panni per l'opportunità datami e per gli insegnamenti ricevuti. Ringrazio il Prof. Maurizio Dallocchio per avermi offerto l'occasione di entrar a far parte dell'ambiente stimolante e innovativo della SDA Bocconi di Milano e per gli spunti di crescita che ne sono venuti. Sono grato al Prof. Francesco Perrini per i consigli ed il sostegno che mi ha più volte dato. Ringrazio i miei amici e colleghi dell'Area Finanza Aziendale e Immobiliare e del Dottorato di Trieste per le esperienze e i dibattiti di questi anni. Grazie a Sergio Venturini per l'importante aiuto datomi nella fase di elaborazione statistica dei dati. Per la conclusione di questo lavoro è stato fondamentale il periodo svolto come Visiting Fellow presso la School ofFinance and Economics della University ofTechnology di Sydney.
    [Show full text]
  • Virginia Law & Business Review: Fund Governance
    VIRGINIA LAW & BUSINESS REVIEW VOLUME 10 SPRING 2016 NUMBER 3 FUND GOVERNANCE: A SUCCESSFUL, EVOLVING MODEL Amy B. R. Lancellotta†, Paulita A. Pike††, & Paul Schott Stevens††† I. THE FIRST PHASE OF FUND GOVERNANCE: COMPREHENSIVE FUND REGULATION AND ITS AFTERMATH ........................................................... 458 A. The ICA’s Provisions for Fund Board Composition ........................... 460 B. Dealing with Conflicts of Interest ........................................................... 462 II. A SECOND PHASE OF FUND GOVERNANCE: EXPLOSIVE GROWTH, THE 1970 AMENDMENTS, AND THE ECONOMICS OF FUND INVESTING ..... 463 A. Director Independence ............................................................................. 464 B. Approval of the Advisory Agreement .................................................... 466 C. Regulation of Management Fees ............................................................. 466 D. Litigation Surrounding Management Fees ............................................ 468 E. The Economics of Fund Investing ......................................................... 470 III. A THIRD PHASE OF FUND GOVERNANCE: CONTROVERSY, SCANDAL, AND REFORM–AND THEIR LASTING EFFECTS ......................................... 472 A. The Yacktman Proxy Battle ..................................................................... 473 B. Governance Reforms from the SEC and Congress ............................. 475 C. Market-Timing and Late-Trading Scandals............................................ 479 D. The SEC’s Fund
    [Show full text]
  • XPP-PDF Support Utility
    Securities Regulation & Law Report™ Reproduced with permission from Securities Regulation & Law Report, 45 SRLR 2132, 11/18/13. Copyright ஽ 2013 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com SEC ENFORCEMENT The Securities and Exchange Commission recently announced the creation of a new Financial Reporting and Audit Task Force in the Division of Enforcement along with a Center for Risk and Quantitative Analysis. The new groups are being formed as the agency refocuses its enforcement program in the post-market crisis era. The new task forces are likely to draw on the Commission’s history of bringing significant financial fraud actions and couple that approach with one tied to risk and data analysis. The SEC’s New Financial Fraud Task Force BY THOMAS O. GORMAN proper financial reporting’’ and ‘‘enhance the [Enforcement] Division’s ongoing enforcement efforts n July 2, 2013, the Securities and Exchange Com- related to accounting and disclosure fraud.’’ A similar mission announced the formation of a Financial group is being formed to focus on microcap fraud, ac- O Reporting and Audit Task Force (‘‘Financial Task cording to the announcement. Force’’). Its purpose is to detect ‘‘fraudulent or im- The Center for Risk and Quantitative Analysis (‘‘Ana- lytics Group’’) is also being created as part of the new Thomas O. Gorman is a partner with Dorsey focus on financial reporting. The new Analytics Group & Whitney LLP, resident in Washington, D.C. will work in close coordination with the Division of Eco- Mr. Gorman is a
    [Show full text]
  • Where Were the Counselors - Reflections on Advice Not Given and the Role of Attorneys in the Accounting Crisis William O
    University of Richmond UR Scholarship Repository Law Faculty Publications School of Law 2003 Where Were the Counselors - Reflections on Advice Not Given and the Role of Attorneys in the Accounting Crisis William O. Fisher University of Richmond, [email protected] Follow this and additional works at: http://scholarship.richmond.edu/law-faculty-publications Part of the Securities Law Commons Recommended Citation William O. Fisher, Where Were the Counselors - Reflections on Advice Not Given and the Role of Attorneys in the Accounting Crisis, 39 Gonz. L. Rev. 29 (2003). This Article is brought to you for free and open access by the School of Law at UR Scholarship Repository. It has been accepted for inclusion in Law Faculty Publications by an authorized administrator of UR Scholarship Repository. For more information, please contact [email protected]. Where Were the Counselors? Reflections on Advice Not Given and the Role of Attorneys in the Accounting Crisis William 0. Fisher· TABLE OF CONTENTS I. SCENE ONE: THE LAWYER OF YESTERYEAR COUNSELS A CLIENT AGAINST SHARP PRACTICE .................................................................... 30 II. SCENE Two: THE LAWYER OF 1999 DOES NOT COUNSEL ABOUT THE PRESSURES FOR AND THE MANNER OF A VOIDING MANIPULATIVE ACCOUNTING ............................................................... 32 III. THE SPEECH NOT GIVEN ........................................................................ 35 IV. A FIRST CONTRAST: THE CLIENT IN SCENE ONE ASKS FOR ADVICE, WHILE THE CLIENT IN SCENE
    [Show full text]
  • Gerri Walsh Interview
    Securities and Exchange Commission Historical Society Interview with Geraldine “Gerri” Walsh Conducted on September 13, 2013 by William Thomas WT: This is an interview with Gerri Walsh for the SEC Historical Society's virtual museum and archive of the history of financial regulation. I'm William Thomas, and today is September 13th, 2013. Thanks once again for agreeing to speak with us. Why don’t we begin with a little bit background, where you're from, what your family's occupations were and that sort of thing? GW: Thank you, and thanks for having me. I was born in Hartford, Connecticut about fifty years ago, and my parents were Irish immigrants. My dad came from County Offaly, Ireland in 1956, went back to Ireland, courted my mother, came back in 1960, and then my two siblings and I grew up in just outside of Hartford, Connecticut. My dad was a carpenter and my mom, while she didn’t work initially, became a hospital administrator, so largely a blue collar background. And I remember dinnertime conversations where my parents considered moving back to Ireland when I was in the second and third grade, and ultimately they decided not to because they thought the educational opportunities here in the United States would be much better for me and my sister and brother and so we ended up staying, but I'm first generation. WT: Did they push you in any particular directions as to what they wanted you to do in life? Interview with Gerri Walsh, September 13, 2013 2 GW: No, my parents were very supportive of academic freedom.
    [Show full text]
  • Responding to a False Alarm: Federal Preemption of State Securities Fraud Causes of Action Richard W
    Cornell Law Review Volume 84 Article 1 Issue 1 November 1998 Responding to a False Alarm: Federal Preemption of State Securities Fraud Causes of Action Richard W. Painter Follow this and additional works at: http://scholarship.law.cornell.edu/clr Part of the Law Commons Recommended Citation Richard W. Painter, Responding to a False Alarm: Federal Preemption of State Securities Fraud Causes of Action , 84 Cornell L. Rev. 1 (1998) Available at: http://scholarship.law.cornell.edu/clr/vol84/iss1/1 This Article is brought to you for free and open access by the Journals at Scholarship@Cornell Law: A Digital Repository. It has been accepted for inclusion in Cornell Law Review by an authorized administrator of Scholarship@Cornell Law: A Digital Repository. For more information, please contact [email protected]. RESPONDING TO A FALSE ALARM: FEDERAL PREEMPTION OF STATE SECURITIES FRAUD CAUSES OF ACTION Richard W. Painte4t INTRODUCTION ................................................. 2 I. THE FEDERALISM DEBATE IN CORPORATE LAW ............ 13 II. FEDERALISM IN SECURITIES LAW .......................... 20 A. Sales of Securities Under Common Law and State Blue Sky Laws ...................................... 20 B. The Federal Securities Laws ........................ 23 1. The Legislation of 1933 and 1934 ................. 23 2. Why Not Preemption?.... 25 3. The FederalismDebate Revisited .................... 29 III. THE BATTLE OVER SECURITIs LITIGATION ............... 31 A. The 1995 Securities Litigation Reform Act .......... 32 B. The Battle in California ............................ 36 1. Propositions201 and 211 ......................... 38 2. Diamond Multimedia and StorMedia ............ 39 IV. THE PREEMPTION DEBATE ............................... 41 A. Migration of Litigation to State Court .............. 42 B. State Court Litigation and the Federal Safe Harbor. 46 C. The Preemption Legislation .......................
    [Show full text]