Current Law

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MEMORANDUM 4

 

TO:

FROM:

DATE: June 8, 2022

REF: Current Law/Business/IT Topic Memo Assignment

 

Summary

The power of the Securities and Exchange Commission to pursue infringements of securities legislations in court cases arbitrated by the SEC’s administrative laws judicial officers has been continually enlarged by legislature (Choi & Pritchard, 2017). An instance of this was with the Dodd-Frank Wall Street Reforms and Consumers Protection Act. The article “The SEC’s Shift to Administrative Processes: An Empirical Assessment” investigates the implications of the SEC’s decision to rely more heavily on administrative proceedings in its case management. The article explains the continuous loss of constraints that have been placed on the SEC’s jurisdiction to progress before administrative tribunals. It also explains the recent shortcomings of constitutional issues to that jurisdiction. The SEC is able to prosecute the majority of the penalties for breaches of the securities laws whether in federal courts or in administrative proceedings (Choi & Pritchard, 2017). This is because of the current state of the legislation. The article cites a general rise in the number of administrative processes while documenting a general decrease in the amount of judicial actions following the implementation of Dodd-Frank. At the same time, it reveals that after the passage of Dodd-Frank, there has been a rise in the typical amount of civil fines imposed as a result of court lawsuits and administrative processes regarding non-financial public businesses. According to the authors’ point of view, Even though it is impossible to quantify the deterrent impact of extra lawsuits brought by the SEC as a result of the transition to administrative proceedings, it is apparent that the SEC is expanding its enforcement operations against public businesses through administrative proceedings.

Analysis

There are several reasons why the topics addressed in this article are important. To begin, SEC’s Act to allow shift to administrative proceedings contains provisions intended at averting financial catastrophe and the severe consequences that come with it. It also contains detailed information on the consequences of SEC shifting to administrative procedures. According to Choi and Pritchard (2017), the SEC’s capacity to prosecute enforcement charges in its own administrative proceedings has been steadily increased by Congress. With the Dodd-Frank law allowing civil sanction to be sought in administrative processes, the Securities and Exchange Commission has shifted some lawsuits from federal courts to administrative tribunals. Legislative amendments suggested in Congress have also prompted a shift in the SEC’s employment of ALJs, as well as constitutional challenges to their usage. Most of the lawsuits have been filed over inconsequential constitutional matters that the body has the power to resolve quickly. The SEC has already implemented a series of gradual modifications in an effort to avert legislative change.

The purpose of imposing significant fines on publicly traded companies is to send a message of dissuasion to corporate entities in general. However, the expenses of the sanctions are eventually borne by the stockholders of the businesses that are required to pay the fines. Those stockholders, who have typically committed no wrongdoing themselves, have very little ability to influence the compliance activities of the public corporations in which they have invested because of the nature of their investments. Sanctioning firms is done with the intention of sending a message of dissuasion to other public businesses that are in a comparable situation (Choi & Pritchard, 2017). A deterrent message provided by the SEC’s enforcement activities cannot be precisely measured, but it is possible that that message’s power changes depending on guilt, funds invested, and the penalties levied. The deterrent message is diminished if administrative processes include lower indicators of responsibility or lower penalties.

This article provides crucial information on the effects that the trend toward administrative processes has had on one of the most important classes of defendants: public businesses. It demonstrates that the transition away from judicial processes and toward administrative ones has been accompanied by a significant rise in the SEC’s power in administrative actions. The average amount of the civil penalty that is handed down to non-financial public corporations that have been identified as defendants has risen, and this trend can be seen in both judicial and administrative actions (Choi & Pritchard, 2017). In addition to this, it demonstrates a notable rise in the frequency of cooperating with the SEC, especially for the sake of administrative actions. The article’s presents proof to substantiate the claim after the passage of Dodd-Frank act, the complexity of cases, and consequently the expense of litigating matters in administrative processes, escalated. On the contrary, the severity of the breach of the securities legislation that the SEC decides to prosecute as administrative actions after Dodd-Frank is less severe. This trend is consistent with the Securities and Exchange Commission transferring more minor matters from courts to administrative procedures or filing cases as administrative procedures which would not have been filed at all prior to the Act.

Reflection

As I reflected on the material and concerns covered in this paper, I realized that although it is difficult to assess how effective the SEC’s enforcement actions have been at discouraging future misconduct, it is likely that the more cases the SEC will be capable of filing following Dodd-Frank can be explained on the basis of enforcement policies. It is also plausible, albeit less likely, that corporate misconduct has risen after the passage of Dodd-Frank, and that the attempts being made by the SEC are just a response to this trend. However, when viewed from the point of view of publicly traded corporations and the investors of such businesses, the transition from judicial to administrative processes at the SEC is likely to have led to an escalation in the “compliance cost” for violations involving securities.

I also learned from the paper that administrative processes have become more complicated since Dodd-Frank was implemented. The disgorgement sum and the length of time during which the claimed infringement occurred have both increased. Dodd-Frank-related administrative processes, on the other hand, tend to be weaker (less likely to triumph) and less noteworthy (less likely to attract media attentions). As a result of its enforcement activities, the SEC is aiming to optimize the financial penalties it sanctions as well as good media coverage, all the while distributing its scarce funds between administrative procedures and civil court lawsuits in a cost-effective fashion.

Greater focus on corporate sanctions rather than individual culpability has been established by the SEC following the Dodd-Frank legislation. SEC has shown that it is able to impose greater fines on less-culpable conduct after this legislation. Increased fines for publicly traded firms, paired with reduced personal liability, is a strong indication that the Securities and Exchange Commission is focusing on less significant violations (i.e., those with less evidences).

 

Reference

Choi, S., & Pritchard, A. (2017). The SEC’s Shift to Administrative Proceedings: An Empirical Assessment. SSRN Electronic Journal. https://repository.law.umich.edu/articles/1867

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1 2 3 TO: Students, BUS 355, Business of IT: Legal Regulatory Business Environment [Hybrid] 4 5 FROM: Frank Hatstat, JD, MBA 6 Senior Associate Professor and Faculty, IBIT 7 Business Management Program 8 Marketing Management Program 9 Business Transfer Program 10 11 DATE: May 6, 2022 12 13 REF: Current Law/Business/IT Topic Memo Assignment 14 15 This is the “Assignment Memo” for the Current Law/Business/IT Topic Assignment which is outlined in the 16 syllabus as a required part of the course. It is our chance to bring current topics involving law, business, 17 and IT into our classroom. 18 19 Current Law/Business/IT Topic 20 21 The Current Law/Business/IT Topic (CLBIT) assignment is made up of two parts. The first will be a two-22 page (2.0 pages) memorandum summarizing a law/business/IT item of interest from a business or 23 professional periodical which is relevant to the study of law, business, and IT, and your thoughts on the 24 issues and concepts presented. The second will be a simulated oral presentation where you share your 25 learning with the class. 26 27 Your memo should address how it relates to the focus of our studies in our class. It must involve more 28 than just technology, but how technology or issues in the tech industry relate to business and law. Topics 29 can be selected from a wide range of sources. The article must be cited in the memo using APA format. 30 Additionally, a link to you selected article must be included in your memo along with the full APA citation 31 so that I can locate it and read it. You should use a memo format such as this one or one similar to it. 32 33 As the second part of this assignment, you will make a 3-5 minute simulated presentation to your 34 classmates which will include a short (approximately 5 slides) PowerPoint (PPT) presentation suitable for 35 a workgroup which communicates the ideas you discuss in your memo. Thus, your classmates will learn 36 from your work. If you are unfamiliar with PowerPoint, numerous resources are available. Your 37 classmates and I can also serve as a technical resource. Since this presentation is simulated it will be 38 accomplished one of two ways. You can either use the recording feature of PowerPoint or create a 39 YouTube video where you make your presentation and post the link along with your memo. These will be 40 posted on the course site for all to view. 41 42 The topic for your memo can center on topics we have discussed in class or will discuss in class, or 43 law/business/IT topic or issue that is of particular interest to you as described above. You must select an 44 article from a credible source. I offer the following as an abbreviated list of possible periodicals as 45 sources for articles. Many of these and other sources have online resources or are available online. 46 There are a number of resources available through ProQuest and/or EBSCOHost which are available to 47 you as students through the Bellevue College Library and website. The article selected must be at least 48 1000 words in length to be substantive enough for you to meet the goals of this assignment and be 49

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successful. I would suggest you take advantage of our Library Media Center (LMC) resources at 50 Bellevue College and the Writing Lab in this course and others you will take at Bellevue College. 51 52

The Wall Street Journal USAToday The Puget Sound Business Journal The Seattle Times Harvard Business Review Journal of Business Ethics Business Week Newsweek

Women in Business Journal of Asia-Pacific Business

Black Enterprise Fast Company

Journal of Global Marketing Engineering Management Journal

53 54 Guide for the Memo 55 56 Your memo should be two pages (2.0 single spaced) in length not including headers, footers or citations. 57 Less than this would probably not include enough specifics and substance to meet the goals of the 58 assignment and allow you to be successful. In a similar but reciprocal way a memo which is much longer 59 than two pages in length is not necessary and may not be focused enough to be successful. 60 61 Your memo should briefly summarize the article. I would suggest that no more than ½ page minimum or 62 ¼ of the total length of the memo be used for this purpose. 63 64 Follow your summary with an analysis of the article and how it applies to the study of law, business and 65 management, and IT. I would suggest approximately one (1) page minimum or ½ of the memo be used 66 for this purpose. 67 68 The remaining space or about ½ of a page minimum or ¼ of the total length of the memo should be used 69 to convey your reflection on the article, i.e., specify your conclusions, opinions based on your analysis, 70 and how the knowledge you gained relates to your understanding of technology issues in the legal and 71 business environment and how it can be applied. 72 73 It will be helpful for you as a writer to use section headers to help you focus your writing and analysis. 74 This also has the benefit of conveying your focus to the reader. 75 76 Please insure you have cited the article correctly within your memo. Your memo should be single 77 spaced. Within your memo and in your presentation, comment on your opinion of the validity of your 78 source and why. 79 80 I have attached a copy of the evaluation sheet I will use for this assignment for your guidance. I will 81 create a rubric on Canvas that reflects this evaluation sheet. 82 83 Assignment Expectations 84 85 Please submit your work in the following format and order via the course Canvas site. Email submissions 86 will not be accepted. 87 88 1. Your memo submitted via the course Canvas site as a Word file and your PowerPoint submitted 89 via the course Canvas site as a PPT file. (Make sure you attach both files!) 90

1.1 Name your memo file: last name, first name, CLBIT, Memo; and 91 1.2 Name your PPT file: last name, first name, CLBIT, PowerPoint 92 93

2. As specified above insure you Include a link to the article in your memo and also cite it using APA 94 format. 95

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96 This assignment is due on or before June 12, 2022, at 11:59PM, Pacific Time. 97 98 Timely work is a professional standard because the work of others often depends on our work. Thus, late 99 penalties will also apply if memo is not submitted on time, or the assignment as submitted is incomplete. 100 In all cases, this assignment must be completed by and will not be accepted more than 4 days late as 101 noted on the syllabus. A 10% deduction will be applied for each day or portion of a day that the work is 102 submitted late. 103 104 Your work will be shared with other students as an attempt to approximate a presentation and to afford 105 them the opportunity to learn from you work. 106 107 Please contact me if you have further questions. 108 109 110

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Current Law/Business/IT Topic Evaluation, BUS 355 112 Name: Date: 113 114 Topic: 115 116

Evaluation Criteria1 Points Eval 117 118 Suitable Topic: 20 119

▪ Topic relevant to law, business, and IT and the course 120 ▪ Credible source 121 ▪ Other 122

123 124 Guideline Length 10 125

▪ Writing clear and complete 126 ▪ Other 127

128 129 Article Summarized, memo structured 15 130

▪ Writing follows suggested focus (¼ – ½ – ¼) 131 ▪ Other 132

133 134 Correct format for the assignment, link to the article, (permalink) 15 135

• Work product presented in a business-like memo format 136 • APA citation 137 • Other 138

139 140 Subject of the article applied to business and management 20 141

▪ Focus of the assignment maintained 142

▪ Conclusions relating to business and course concepts clear 143

▪ Other 144

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Oral Presentation 20 146 ▪ Presenter and subject introduced 147 ▪ Work presented in a logical fashion 148 ▪ Conclusions relating to business and the course concepts clear 149 ▪ Other 150

151 Total: 152 153 Comments: 154 155

1 Bulleted items are some of the sub-criteria that I will be assessing and are provided here for your guidance. Space does not permit a complete listing. My written comments will provide additional specifics. Please also see the grading criteria on the syllabus.

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