Securities & Stock Exchanges: Concepts, Laws, and Regulations

(Editor’s note: Multiple posts I’m currently working on build on material from this post, which is a law school research paper I wrote as an introduction to securities laws in the United States.  For non-attorneys, this is probably most readable by ignoring the specific references to cases, regulations, and forms.  I took Securities Law under the instruction of a law professor that previously worked as a staff attorney at investment banks in New York and Boston.  In the course of my research for this paper, I requested the syllabus for the “Securities Law” course from more than a dozen top-tier law schools and concluded that Securities Regulation: Cases and Analysis is the most popular textbook used to teach securities laws.  Much of this research paper is derived from that textbook.  It is a useful reference, even for non-attorneys, on the legal mechanics of securities and markets.  The textbook’s authors are law professors at New York University School of Law and University of Michigan Law School.  As always, I must disclose upfront: anything I write about the law should never be construed as legal advice.)


Securities laws exist to protect investors.  That protection comes in the form of encouraging full disclosure from companies and deterring fraud.  The securities laws in the United States were originally enacted in the early 1930s during the Great Depression.[i]  The laws were an acknowledgement by Congress of the importance of securities markets to the national economy.  The lack of such laws just a few years earlier were a cause of the Wall Street Crash of 1929, the infamous “Black Tuesday” of October 29, 1929.  The panic from the massive volume of stock sell-off on that day was so great that it is often remembered for people jumping out of office windows. Continue reading

Celebrities & The Internet: The Right of Publicity

(Editor’s note: Sometimes I’m tasked with writing, or contributing to, academic papers that don’t get published anywhere mainstream. Some of those writings have value to others, either in their content or sources, so I’m going to occasionally copy-paste them here (with sources, whenever possible).  However, in no way should any of this be considered legal advice.  This first one was my final research paper for Entertainment Law when I was in law school earning my Juris Doctor.  It was only ten pages because that course had other writing assignments. )

Celebrities & The Internet 

Celebrities are public persons that spend their life in the spotlight.  The publicity that celebrities receive creates many opportunities for them to promote products, develop brand recognition, and make money.  The Internet has created many opportunities for celebrities to use their likeness on a global scale.  However, the Internet consistently creates new challenges for celebrities to enforce their legal rights.  Courts are also constantly forced to reconsider concepts that protect non-celebrities, like free speech and fair use. Continue reading

Star Wars: Galaxy’s Edge

“Just imagine: if you were standing right here over 60 years ago, you’d be standing in the middle of an orange grove.  One visionary man stood right where you are now, but instead of orange trees, he envisioned a Magic Kingdom.  This man’s name was Walt Disney, and his dream would be called Disneyland.”  So begins Disneyland Forever, the fireworks-and-music show over Main Street, U.S.A., every evening at 9:30 p.m.  I piloted the Millenium Falcon.  And I drank the blue milk.  Whatever it cost Disneyland was money well spent to create Black Spire Outpost, the section of the park that is known to outsiders as Star Wars: Galaxy’s Edge.  Disney’s going to attract all sorts of new visitors that are Star Wars fans and otherwise wouldn’t have gone out of their way to visit Disneyland.  I recently spent two days there.  Had never been before.  Didn’t know what to expect.  Even if I had not done any rides on my first visit (flying the Millenium Falcon was the very first ride I got on), Disneyland would’ve still been ten hours of non-stop sensory overload.  In a good way.  Here’s my thoughts about Star Wars: Galaxy’s Edge and some of the other attractions.  Also, because there will be plenty of other Star Wars fans visiting Disneyland for the first time, I’m putting some tips for first-time visitors at the end of this post, based on research I did before visiting and my own experience. Continue reading

Law School in the United States

A lawyer, also called an attorney, is a person that has completed an undergraduate Bachelors degree in any subject, a Juris Doctor degree from a school accredited by the American Bar Association, passed a state’s bar exam, and filled out some paperwork with the state bar (officially called “getting licensed”).  That’s it.  That’s all a lawyer is.  In some states, like California, a college degree isn’t required to become a lawyer.  Many people in the United States are intimidated by lawyers.  And indeed a great many lawyers use their perceived position of authority to attempt to intimidate and even threaten non-attorneys.  But really nobody should ever be afraid or intimidated by an attorney.  I can officially say that having attended three law schools and graduated from law school.  While doing that, I saw people that could barely speak English that were able to graduate and pass the Texas bar exam.  This post about law school is one of two posts I intend to write about the legal system in the United States.  The other will be about the U.S. legal system in general.  My goal with this blog post is to eliminate the mystique and misunderstanding about how attorneys come to be in the United States: what law school is, where law school isn’t required, the Law School Admission Test (LSAT), applying to law schools (the Law School Admission Council), what happens in law school (including between first year and second year), the required never-mentioned Multistate Professional Responsibility Exam (MPRE), bar prep programs, and details about the infamous (and not all that difficult) “bar exam”. Continue reading

Back In The Day #2: Early ’90s Internet

We didn’t have wifi.  We didn’t even have broadband.  We just had dial-up.  And even that required hoping that an Internet Service Provider had a local dial-up phone number.  Otherwise, it was a long-distance call using your landline.  Even America Online, the most popular online service at the time, didn’t have Internet access.  Because how could they?  The web browser had just been invented.  And other than the web browser, there wasn’t really any great reason to access the Internet.  Except maybe e-mail.  But since nobody had Internet, that meant nobody had an Internet email address.  In the beginning, we didn’t really have any Internet apps, just protocols for hypothetical apps.  I remember discovering the Internet when it was “new”, back in the early 1990’s.  Yeah, the Internet itself existed for decades before then.  But lets just agree that the modern Internet, when it became popular for mainstream use, was “new” in the early 90’s.  Here’s what I remember about my first dial-up internet account and Internet apps we used twenty-five years ago.  Trumpet Winsock.  NCSA Mosaic.  Eudora Email.  Usenet.  IRC.  FTP.  This is what the Internet was like back in the day. Continue reading

Theranos Itself Was Not A Fraud

Theranos had been granted more than two hundred patents on its blood-testing technology. The Edison/miniLab device had gone through four major revisions across ten years before the product was tested in the real world.  When the Theranos blood-testing device was utilized in the real-world, it was at just one location in Palo Alto and forty locations in one region of Arizona.  Getting permission to do those blood tests even required special approval from the Arizona state government.  If Elizabeth Holmes wanted to organize an elaborate fraud on investors, there would’ve been much better ways to do it than devoting ten years of her life to full-time work, hiring hundreds of skilled employees, and co-inventing two hundred patents worth of technology.  I have one, almost two, law degrees: a Juris Doctor, which included a program specifically in corporate transactional law, and I’m currently finishing up a post-doctorate Master of Laws in Corporate Governance, Compliance, & Regulations.  That’s in addition to having a Bachelors of Business Administration.  All that said, after even more research, you still cannot convince me beyond a reasonable doubt that Elizabeth Holmes personally herself committed each and every element of a criminal fraud.  Ramesh Balwani is another matter.  The investors and advisors are likely the real perpetrators of any fraud involving Theranos.  However, I could easily accept that Ms. Holmes was a willing participant in a conspiracy to commit fraud.  Business failure is not the same as fraud.  I feel obligated to defend Theranos, and Elizabeth Holmes, only because much of what I’ve read recently, aside from being hearsay and inaccurate, sends the wrong message to would-be innovators. Continue reading

The Inventor: Out for Blood in Silicon Valley

Elizabeth Holmes was simply in over her head.  She was just nineteen years old when she started Theranos.  I don’t think it’s fair, or even reasonable, to believe that this nineteen-year-old girl masterminded a multi-billion dollar fraud.  And I learn from watching The Inventor: Out for Blood in Silicon Valley that Theranos wasn’t even entirely a fraud.  There was very real medical research behind what the company was doing.  However, all of the business people around her, mostly men it seems, were much older, much more experienced, and brainwashed Ms. Holmes into believing that this was all a normal way of running a company.  Theranos is distinct from the subjects of Enron: The Smartest Guys in the Room, where all of the executives had decades of experience and knew in great detail what that company was up to.  Founders are increasingly just pawns in the startup game.  This documentary is not so much an exposé of a startup as it is an important cautionary tale for young founders. Continue reading

Scientology Is Alright

Narconon, a Church of Scientology organization, was one of my consulting firm’s biggest clients in 2003 and 2004.  I personally sold Narconon all of its new computers, monitors, and networking equipment, for their Arrowhead and Chilocco campuses.  I remember those were the years because Houston hosted the Super Bowl in 2004.  I invited my contact at Narconon to attend a Super Bowl party.  He did not visit for the Super Bowl because he was too busy running Narconon’s IT department in Oklahoma.  However, I did see him the previous December when he came over to my house while visiting his family for the holidays.  He was the healthiest and happiest he had ever been since I met him in the mid-1990’s.  He had also started a new relationship, which would eventually become a marriage.  Hating on Scientology seems to be the cool new thing for some people.  I know Scientology can’t be all that bad based on my own personal observations of my friend at Narconon and details he told me about his experiences there.  I am not a Scientologist and have not done business with Narconon in more than ten years.  Based on my own independent research and life experience, there are Scientology concepts that I know to be true.  As a non-Scientologist, here’s what I think I understand about some concepts in Scientology, and at Narconon, that are useful and applicable even if you do not formally practice Scientology. Continue reading

Back In The Day #1: My First Computer

93.  11.  Time.  Cyberpunk.  About to turn 12.  Computers were still computers.  Not “devices”.  That’s when I first got into computers.  The three sexy technologies were V.R., A.I., and LISP.  “Online” meant America Online.  Or CompuServe or Prodigy.  “The Internet” hadn’t happened yet because the graphical web browser was just invented.  WIRED had just published its very first, bimonthly, issue.  That was all twenty-five years ago.  WIRED recently acknowledged twenty-five years of WIRED.  Google celebrated twenty years of Google.  That got me thinking about my own origin story.  Writing about what I remember about all these things helps me understand how we got here and where we’re going.  I got plenty of other “back in the day” stories.  But I promised myself the first one would be about the first personal computer that I actually owned, a Packard Bell 486 SX/33 with 4 megabytes of memory and 340 megabyte hard drive. Continue reading