Notes and Comments Editor Tanner Dowdy examines the SEC's first Reg BI enforcement action to provide guidance to Broker Dealers.
Breaking Down “Best Interest” for Broker Dealers
When is it legal for an employer to discriminate in their hiring practices based on a Bona Fide Occupation Qualification?
Author: Stephanie Scott, Associate Member, University of Cincinnati Law Review Although it is illegal for an employer to discriminate against an employee based on the individual’s sex, Title VII of the Civil Rights Act of 1964 allows employers an exception when employment discrimination is based on a "bona fide occupational qualification” (BFOQ). Courts have upheld... Continue Reading →
The FTC and Cybersecurity: Unfair Business Practices or Unfair Business Expectations
Author: Brooke Logsdon, Associate Member, University of Cincinnati Law Review National Cybersecurity, or the lack thereof, has frequently been front and center in our national news these days. Despite the recent increase of cyber-attacks on corporate entities such as Target, Ashley Madison, and Anthem,[1] Congress has yet to pass an adequate cybersecurity bill that would... Continue Reading →
Robbing Peter to Pay Paul: Irving Picard’s Quest to Repay Bernie Madoff’s Victims
Author: Dan Stroh, Associate Member, University of Cincinnati Law Review Charles Ponzi did not intend to have his name become synonymous with financial fraud; he intended to get rich quickly. While he was not the first to perpetrate such a scheme, Ponzi’s name is attached to a type of fraud in which a fund pays... Continue Reading →
Murking Dirks: Personal Benefits in Insider Trading Violations
Author: Dan Stroh, Associate Member, University of Cincinnati Law Review The phrase “insider trading” does not have a positive connotation. Despite the lack of an express provision prohibiting trading on insider information, insider trading has long been prosecuted under anti-fraud provisions found in securities law regulations.[1] A recent focus by the U.S. Attorney for the... Continue Reading →
No One Shareholder Should Have All That Power: When Delaware’s Entire Fairness Standard Applies to Controlling Shareholder Transactions
Author: Dan Stroh, Associate Member, University of Cincinnati Law Review In recent years, Delaware courts have decided several important cases regarding the appropriate standard of review to apply when minority shareholders challenge actions taken by controlling shareholders.[1] In In re Crimson Exploration, the Delaware Court of Chancery created a clarifying framework for courts to analyze... Continue Reading →
Confusion in Lock-Up: Irrevocable Agreements and Section 11 Claims
Author: Dan Stroh, Associate Member, University of Cincinnati Law Review On October 6, 2014, the Supreme Court denied a writ of certiorari in Moores v. Hildes, which involved the interpretation of § 11 of the Securities Act of 1933.[1] Section 11 protects investors by requiring disclosures regarding the purchase of securities and imposing liability on... Continue Reading →
“Costanza Defense” Potentially No Longer Applicable in Class Action Securities Claims
Author: Collin L. Ryan, Associate Member, University of Cincinnati Law Review George Costanza once imparted to Jerry Seinfeld the infamous advice, “It’s not a lie, if you believe it.”[1] Although this advice is entertaining, the Supreme Court granted certiorari last March to resolve a circuit split regarding the extent to which Mr. Costanza’s advice applies... Continue Reading →