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Category Archives: Securities Law

The Flash Crash: A New Deconstruction

Aldrich, Eric M. and Grundfest, Joseph and Laughlin, Gregory, The Flash Crash: A New Deconstruction (January 25, 2016). Available at SSRN: http://ssrn.com/abstract=2721922 or http://dx.doi.org/10.2139/ssrn.2721922

“On May 6, 2010, in the span of a mere four and half minutes, the Dow Jones Industrial Average lost approximately 1,000 points. In the following fifteen minutes it recovered essentially all of its losses. This “Flash Crash” occurred in the absence of fundamental news that could explain the observed price pattern and is generally viewed as the result of endogenous factors related to the complexity of modern equity market trading. We present the first analysis of the entire order book at millisecond granularity, and not just of executed transactions, in an effort to explore the causes of the Flash Crash. We also examine information flows as reflected in a variety of data feeds provided to market participants during the Flash Crash. While assertions relating to causation of the Flash Crash must be accompanied by significant disclaimers, we suggest that it is highly unlikely that, as alleged by the United States Government, Navinder Sarao’s spoofing orders, even if illegal, could have caused the Flash Crash, or that the crash was a foreseeable consequence of his spoofing activity. Instead, we find that the explanation offered by the joint CFTC-SEC Staff Report, which relies on prevailing market conditions combined with the introduction of a large equity sell order implemented in a particularly dislocating manner, is consistent with the data. We offer a simulation model that formalizes the process by which large sell orders of the sort observed in the CFTC-SEC Staff Report, combined with prevailing market conditions, could generate a Flash Crash in the absence of fundamental information. Our research also documents the emergence of heretofore unobserved anomalies in market data feeds that correlate very closely with the initiation of and recovery from the Flash Crash. Our analysis of these data feed anomalies is ongoing as we attempt to discern whether they were a symptom of the rapid trading that accompanied the Flash Crash or whether they were causal in the sense that they rationally contributed to traders’ decisions to withdraw liquidity and then restore it after the anomalies were resolved.”

U.S. Uncleared Swap Margin, Capital and Segregation Rules

Presentation by Davis Polk & Wardwell LLC – snipped – Introduction – U.S. prudential regulators (the OCC , Federal Reserve, FDIC, FCA and FHFA) and the CFTC have finalized uncleared swap margin , capital and segregation requirements (the “PR rules,” and “ CFTC rules,” respectively, and the “final rules,” collectively [note – The CFTC hasContinue Reading

ABA Journal – Will those who led the financial system into crisis ever face charges?

Terry Carter’s long read also appears in the February 1, 2016 issue of the ABA Journal – “…Last September, the department in effect admitted that it had been wrong all along when it announced a new policy prioritizing prosecution of individuals in corporations who might have engaged in criminal acts, and requiring the companies toContinue Reading

SEC publishes 2016 priorities for Office of Compliance Inspections and Examinations

“This document identifies selected 2016 examination priorities of the Office of Compliance Inspections and Examinations (“OCIE,” “we,” or “our”) of the Securities and Exchange Commission (“SEC” or “Commission”). In general, th priorities reflect certain practices and products that OCIE perceives to present potentially heightened risk to investors and/or the integrity of the U.S. capital markets.Continue Reading

SEC Issues Annual Staff Reports on Credit Rating Agencies

“The Securities and Exchange Commission issued its two annual staff reports [December 28, 2015] on credit rating agencies registered as nationally recognized statistical rating organizations (NRSROs).  The reports show that NRSROs have made operational improvements and have enhanced process accountability, controls and governance, and that smaller NRSROs have made competitive inroads in certain rating categories…TheContinue Reading

Paper – SEC Enforcement Actions Against Broker-Dealers

Posted by Jon Eisenberg, K&L Gates LLP, December 26, 2015 – Harvard Law School Forum on Corporate Governance and Financial Regulation: “In its 2015 Financial Report, the SEC repeated its view that one of the two principal purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 is to ensure thatContinue Reading

Corporate Governance Study 2015

“Over the past decade, the stability of the corporate world has been tested by accounting scandals and the 2008 financial crisis, among other things. These events eroded relations between boards and shareholders, and stressed the need for high corporate governance standards to restore trust. Among shareholders today, corporate governance is considered an integral part ofContinue Reading

GAO Reports – DOD Manufacturing Arsenals, InfoSec, Military Recruiting, SEC Conflict Minerals Program, Wildland Fire Management

DOD Manufacturing Arsenals: Actions Needed to Identify and Sustain Critical Capabilities, GAO-16-86: Published: Nov 17, 2015. Publicly Released: Nov 17, 2015. Information Security: Department of Education and Other Federal Agencies Need to Better Implement Controls, GAO-16-228T: Published: Nov 17, 2015. Publicly Released: Nov 17, 2015. Information Security: Federal Agencies Need to Better Protect Sensitive Data,Continue Reading

An Exploratory Study of Financial Reporting Structures: A Graph Similarity Approach Using XBRL

Yang, Steve Y. and Liu, Fang-Chun and Zhu, Xiaodi, An Exploratory Study of Financial Reporting Structures: A Graph Similarity Approach Using XBRL (September 8, 2015). Available for download at SSRN: http://ssrn.com/abstract=2687275 “Financial reporting information is crucial to both investors and regulators for their decision-making purposes as it reveals corporate financial position and performance over aContinue Reading

Law on the Market? Evaluating the Securities Market Impact of Supreme Court Decisions

Katz, Daniel Martin and Bommarito, Michael James and Soellinger, Tyler and Chen, James Ming, Law on the Market? Evaluating the Securities Market Impact of Supreme Court Decisions (August 24, 2015). Available for download at SSRN: http://ssrn.com/abstract=2649726 or http://dx.doi.org/10.2139/ssrn.2649726  “Do judicial decisions affect the securities markets in discernible and perhaps predictable ways? In other words, isContinue Reading

SEC Interpretation of “Whistleblower” Definition

SEC Interpretation of “Whistleblower” Definition Posted by Nicholas S. Goldin, Simpson Thacher & Bartlett LLP, on Sunday, October 4, 2015. “On August 4, 2015, the Securities and Exchange Commission (“SEC”) issued an interpretive release to clarify its reading of the whistleblower rules it promulgated in 2011 under Section 21F of the Securities Exchange Act ofContinue Reading

New SEC Rulemaking Database

SEC news release Sept. 24, 2015: “Strong regulations are central to the Commission’s mission.  For more than 80 years, we have used rulemaking to establish a comprehensive framework for our securities markets that protects investors, enhances market integrity, and promotes capital formation.  The rulemaking process is the means through which the Commission responds to theContinue Reading