FEATURED ESSAY • SECURITIES & FINANCIAL REGULATION
CAN SECTION 11 BE SAVED?: “TRACING” A PATH TO ITS SURVIVAL
John C. Coffee, Jr. & Joshua Mitts
Last term, a unanimous Supreme Court held in Slack Techs. v Pirani that purchasers of securities must “trace” their shares to the registration statement that contains the alleged misstatement or omission in order to be able to assert a claim under Section 11 of the Securities Act of 1933. Lawyers and law firms on both sides of the case agreed (with differing emotions) that the decision eclipsed Section 11, which had been the federal securities laws’ strongest litigation remedy for investors. We disagree with this conclusion that Section 11 is doomed, but we recognize the danger. Both in an amicus brief we filed with the Court and now in this article, we show how tracing can be performed and thus Section 11 preserved.
POLITICS & ECONOMICS
THICKER THAN ARTIFICIAL INTELLIGENCE
Olivia Schwartz
As Saudi Arabia implements Vision 2030, it may do so in a way that jeopardizes this longstanding relationship. Saudi Arabia is in the midst of creating an artificial intelligence hub in Saudi Arabia. However, with continuing U.S.-People’s Republic of China (PRC) tensions, Saudi Arabia will likely have to choose between the United States and the People’s Republic of China.
TECHNOLOGY & INNOVATION
ENDING THE CRYPTO TAX HAVEN
Noam Noked
There is growing global concern regarding the use of crypto for tax evasion and financial crimes. To address this problem, over sixty jurisdictions have recently committed to implement the Crypto-Asset Reporting Framework (CARF). CARF transposes the Common Reporting Standard (CRS)—designed for the traditional financial industry—onto the crypto industry.
CORPORATE LAW & GOVERNANCE
LOCAL FIRM GOVERNANCE
Anne M. Choike
Since the turn of the millennium, diverse cities—large and small, red and blue—have undertaken initiatives aimed at the governance of firms. These novel initiatives aim to constrain executive compensation, require board diversity, promote stakeholder governance, support the establishment of worker cooperatives, and beyond. These developments mean we must add localities to the conventional framework of firm governance.
CONSUMER PROTECTION
“PRICE DISCRIMINATION” DISCRIMINATION
Talia B. Gillis
Credit price personalization, where lenders set prices based on individual borrower and loan characteristics, is a common practice across many loan types, with conventional accounts of its harms focusing on the ways in which risk-based pricing, or setting prices based on borrowers’ credit risk, can lead to disparities for protected groups like racial minorities and women.
LEGAL & REGULATORY COMPLIANCE
BOEING: THE MULTITUDE OF ITS TROUBLES
Erica (Xinhui) Chen
Boeing, the aviation giant corporation, has been facing a multitude of troubles in recent years. Two accidents of Boeing 737 Max resulted in the deaths of 346 people and revealed the flawed engineering safety control of Boeing. Four years after the deadly accidents, Boeing is still deeply entangled in their aftermath. This Column walks through the multi-faceted troubles Boeing is facing, and briefly explores the organizational causes embedded in Boeing’s culture.
ENVIRONMENTAL, SOCIAL, & GOVERNANCE
ACTIVISM ON HOLD: THE LEGAL BARRIERS TO SHAREHOLDER IMPACT LITIGATION
Dennis Ronel
This Column examines the challenges shareholder activists face when seeking to hold managers accountable through litigation, highlighting three key obstacles: the entrenched shareholder primacy doctrine, the protective nature of the business judgment rule, and the stringent evidentiary requirements under Delaware law.