Georgetown University Law Center

About: Georgetown University Law Center is a based out in . It is known for research contribution in the topics: Supreme court & Public health. The organization has 585 authors who have published 2488 publications receiving 36650 citations. The organization is also known as: Georgetown Law & GULC.

IPOs and the Slow Death of Section 5

Abstract: Since its enactment, Section 5 of the Securities Act of 1933 has restricted sales-based communications with investors, but that effort is nearly dead even with respect to the most sensitive of offerings, the IPO. Our paper traces that devolution, which began almost as soon as the ’33 Act came into existence, though the SEC’s 2005 de-regulatory reforms and Congress’ intervention in the JOBS Act of 2012. We show how much of this related to an embrace of “book-building” as the industry’s preferred method of price discovery, which requires private two-way communications between underwriters and potential sophisticated investors. But book-building (and the predictable IPO underpricing that results) has a retail dimension as well, and we point to ways in which the otherwise sensible deregulation may enable an over-stimulation of retail investor demand. We then explore two main justifications that have been given for the aggressive deregulation. The first is that any loss in prophylactic protection can be made up for by the threat of liability, particularly with an enhanced Section 12(a)(2). We find this unpersuasive for a variety of reasons. The other — amply visible in the long history of Section 5 — is a faith in the “filtration” process, that retail investors gain protection because of the availability of the preliminary prospectus during the waiting period, to those involved in the selling process if not the investors themselves. Putting aside the biased incentives that affect filtration, much of what is most important — and conveyed privately to the institutions in the course of book-building — is forward-looking information that probably need not appear in the formal disclosure, whether preliminary or final. None of this is an argument for returning to the old prophylactics of Section 5. But it is cause for the SEC and FINRA to pay close attention to the retail investor effects of the IPO selling practices, especially in the post-JOBS Act era.

One Minute in Haditha: Ethics and Non-Conscious Decision-Making

Abstract: In November 2005, U.S. Marine Sergeant Frank Wuterich fired on and killed five unarmed Iraqi men standing by a car near the site of an improvised explosive device explosion (IED) in Haditha...

Bioterrorism and Public Law: The Ethics of Scarce Medical Resource Allocation in Mass Casualty Situations

Abstract: The threat of bioterrorism poses formidable ethical and legal challenges. In the event of a bioterror attack, medical providers and public health officials may be called upon to deliver or administer medical resources to vulnerable populations. If those resources are insufficient in quantity to treat these populations, many people who vitally need aggressive medical care will not have access to it. Public health officials will have to allocate scarce medical resources and devices within these vulnerable populations, implicitly opting to save certain lives at the expense of others. Health care providers will be in the conspicuous and unfortunate position of turning away many deathly ill people. Under intense pressure, health care providers operating without proper guidance may make inconsistent decisions that do not reflect sound public health policy. Accordingly, to guide allocation and to ensure that it does not disrupt or undermine recovery efforts, it is imperative that clear plans for medical resource allocation are made in advance of bioterrorism and other mass casualty situations. This Note explores various alternatives and, finding none of them acceptable, advocates the use of legal process to engage the public in discussion and seek collective resolution of an unresolvable dilemma.

The Right to Bear Arms: A Uniquely American Entitlement

Abstract: In District of Columbia v. Heller the Supreme Court held that individuals have a constitutional right to own firearms, notably to keep a loaded handgun at home for self-protection. The historic shift announced by Heller was the recognition of a personal right, rather than a collective right tied to state militias. In McDonald v. Chicago, the Supreme Court – in a familiar 5-4 ideological split – held that the 2nd Amendment applies not only to the federal government, but also to state and local gun control laws. In his dissent, Justice Stevens predicted that “the consequences could prove far more destructive to our nation’s communities and constitutional structure.” Justice Alito, writing for the Court in McDonald, found that the 2nd Amendment is “fundamental to our system of ordered liberty,” justifying its extension to the states. Why is the right to bear arms “fundamental,” when it appears that firearms – designed to cause injury or death – are antithetical to social order and public safety? Firearms cannot be intrinsic to liberty because they have a unique potential to cause serious injury and death, posing a distinctive threat to social order. Unlike other liberties, carrying firearms directly puts the gun owner, family, and community at risk. “Your interest in bearing a firearm may diminish my interest in being and feeling safe from armed violence,” wrote Stevens. Possessing a functioning handgun at home, moreover, does not enhance the right to self-defense. A homeowner’s gun is substantially more likely to kill the gun owner or a family member (through accidental firing or suicide) than it is to harm an intruder.Going forward, state and local legislatures must remain determined in the face of litigation threats as they craft laws that comply with McDonald while also safeguarding the populace against gun violence. If not, firearm injury and death statistics will show the cost we have paid for McDonald.