Unfit for Duty: The Officer and Director Bar as a Remedy for Fraud

Many commentators have questioned the efficacy of the SEC’s enforcement program in the aftermath of the 2008 financial crisis. Some criticize the agency for allowing corporate defendants to settle charges without admitting or denying liability. Others dispute the impact of astronomical fines levied against too-big-to-fail financial institutions. Still others urge prosecutors to bring criminal charges against those who led the failed financial firms to ruin. This Article, written for a symposium on SEC enforcement, focuses attention on an underutilized weapon in the SEC’s arsenal: the power to bar officers and directors of public companies from future service in such roles. Despite longstanding power to seek and impose bars, the SEC seldom pursues the remedy against senior executives or directors of large firms. The bar has the potential to act as a corrective and deterrent device. If sought more widely, the bar could operate both to prevent future misconduct and to express societal assessments of individual responsibility for massive corporate failures. For these reasons, the SEC should look to the bar more frequently as a remedy for fraud. After laying out the case for the increased use of bar orders, the Article recommends changes to SEC enforcement strategies that could help improve the agency’s success rate when seeking bar orders in court

The Use of Rotation Model Sunday School.

As outlined in this paper, Rotation Model (RM) Sunday school employs early childhood education practices. This study investigates the attitudes of parents, children\u27s Sunday school leaders, and children in RM Sunday school compared to those in Non-Rotation Model (NRM) Sunday school. The purpose of the study was to determine if the attitudes of children and adults involved in RM were more positive than children and adults not participating in the model. Thirteen churches in East Tennessee and Southwest Virginia participated in the study. Surveys rating attitudes toward Sunday school were completed by 100 children and 63 adults. Results showed no difference between attitudes toward Sunday school of the children in RM and NRM programs. Adults in this study involved in RM have significantly more positive attitudes toward children\u27s Sunday school than those in NRM. Children\u27s Sunday school attendance was reported for nine Sundays in order to study attendance patterns

The Unicorn Governance Trap

The recent trend of large-scale start-up companies delaying an IPO creates a new kind of corporate governance problem. The prevalence of “unicorns” – privately held companies with market valuations of $1 billion or more – means the disciplinary mechanisms on which investors traditionally relied no longer function to prevent misconduct or mismanagement by unicorn founders. High profile frauds by unicorns like Zenefits and Theranos, and the recent travails of Uber highlight the need to rethink unicorn governance structure. These burgeoning controversies call for reconsideration of legal reforms that allow unicorns to remain for protracted periods in an ill-defined limbo between private and public company status. This uncharted status allows unicorn founders to maneuver away from oversight by venture capital investors who traditionally constrained their conduct, while indefinitely delaying the scrutiny of gatekeepers and regulators that accompanies formal entry onto the public securities markets

Homosexuality and the black church : perceptions of church leaders

With more gay men and lesbian women seeking to become fully involved in the Christian church community, churches are beginning to grapple with the issue of the role of the homosexual within the church. Many churches, however, appear to try to ignore the issue; or turn to abusive or neglectful behavior toward homosexuals. The black church, in particular, has a reputation for being especially careless when it comes to issues of sexuality in general, and homosexuality in particular. For those reasons, the purpose of this study is to explore the thoughts, feelings, and attitudes of pastors and church leaders within black Baptist, Pentecostal, and other churches regarding the issue of homosexuality and how it is addressed within the black church. How this issue has been addressed in the past, and how it can best be addressed in the future are also explored. Qualitative research methodology is used for the study. In-depth interviews are conducted with participants in order to allow them to fully express their thoughts, and in an effort to present this issue through the eyes of the participants. Participants of the study are six pastors and church leaders of black Baptist, Pentecostal, and Presbyterian churches located in the southern region of the United States. Four major themes surfaced from the interviews: Gay and Lesbian Behavior, Beliefs Regarding Homosexuality, Treatment of Gay Men and Lesbian Women Within the Black Church Community, and Sex and Sexuality Within the Black Church. Results from this study suggest that pastors and church leaders are aware of a homosexual presence within their churches and within the black church community in general, but that they lack the skills necessary to minister effectively to this population. Data also corroborate the notion that homosexuality remains a sensitive, often ignored topic within the black church. Many remarks made by the participants imply that stereotypical perceptions of gay men and lesbian women exist among church leaders

Legitimacy and Corporate Law: The Case for Regulatory Redundancy

This Article provides a democratic assessment of the corporate lawmaking structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article aims to present a more comprehensive assessment of the corporate regulatory regime. It departs from prior accounts by looking past the states\u27 role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on the federal role provides some comfort on a democratic account, but also counsels caution with respect to continuing efforts to limit the scope of the federal role within the corporate governance structure. At the federal level, Congress has chosen to regulate corporate matters by setting broad policy objectives and delegating administrative tasks to the Securities and Exchange Commission (SEC). The democratic legitimacy of the corporate regulatory regime thus requires proper respect for the discretion that Congress has vested in the agency. This Article therefore urges skepticism toward efforts to constrain the SEC\u27s regulatory role through judicial challenges to its rulemaking authority. It argues that the agency\u27s ability to respond deftly to market crises and scandals has been hampered unnecessarily by a tradition of aggressive judicial review of agency rulemaking. While rooted in concerns for preserving democratic accountability, this tradition has undermined the very values it seeks to protect. Because the procedures for SEC rulemaking comport well with democratic principles, the agency deserves more deference than courts have been willing to allow. The analysis has implications for current proposals to reform regulation of the national financial markets. Calls to reduce or weaken the SEC\u27s role in financial regulation should give pause to those concerned with the democratic integrity of our regulatory processes. It is the SEC\u27s political independence that bolsters its ability to navigate the rough terrain of regulating the powerful industries within its jurisdiction. Enhancing rather than diminishing the agency\u27s independence should be a central element of proposals to reform our financial regulatory system

Dynamic Federalism: Competition, Cooperation and Securities Enforcement

The concept of competition between the federal government and the states was central to the framers’ vision of our constitutional structure. In the framers’ view, federal-state regulatory competition ensured an alternative regime to citizens dissatisfied with the dominant regulator’s performance. Recently, the dynamics of federalism have shifted power in the securities enforcement field from the SEC to certain state securities regulators. The states, rather than the SEC, have led enforcement efforts in the Wall Street analyst conflicts and the mutual fund trading investigations. This shift in authority has prompted renewed debate over whether a uniform national system of securities regulation is preferable to the current dual system. The rising profile of state officials, and calls from certain quarters to curtail states’ enforcement powers, presents a paradigm through which to assess how a dynamic federalist system helps to ensure optimal regulatory policies and practices. This Essay explores the complex dynamics of federal-state regulatory competition in securities enforcement and concludes that efforts to curtail the states’ enforcement power are misguided. Contrary to the claims of state regulators’ critics, the recent move by states to exert influence in securities enforcement demonstrates the vibrancy and health of our political and constitutional structure