Books by Tamar Frankel include her writings in the areas of mutual funds, securitization, financial system regulation, fiduciary law and corporate governance.
Charles Ponzi perpetrated his infamous scheme almost a hundred years ago. But his method of using new investments to pay existing investors and finance a highflying lifestyle is alive and well: just as much money is lost in the United States today from Ponzi schemes as from shoplifting. Somehow, con artists are able to dazzle wealthy, educated individuals and sophisticated institutions and convince them to hand over huge sums of money. How?
In The Ponzi Scheme Puzzle, renowned legal scholar Tamar Frankel explores these con artists' fascinating power of persuasion and deception, uncovering the subtle signals that mimic truth and honesty. After years of close study of hundreds of cases, Frankel explains the striking patterns that emerge and the common characteristics of the con artists and their victims. She offers clear yet comprehensive descriptions of the various designs of Ponzi schemers' attractive offers and flags the ways in which they mask their deception through specialized methods of advertising and selling. She then constructs lucid profiles of the con artists and their victims, exposing the core nature of the people at the heart of the schemes and showing how over time the lines between predator and prey are blurred. There are indeed many lessons to learn from these stories, and Frankel brings them to light through the insightful results of her research. She shows how peoples' attitudes are ambivalent and uncertain toward con artists, perhaps because their behavior is so seemingly honest, because they act like the social leaders with whom they are likely to mingle, or perhaps because their actions are thought to shake up a complacent society. Frankel concludes by offering a surprising solution on how to prevent charming, dangerous con artists from perpetuating the enduring, disastrous legacy of Charles Ponzi.
In Fiduciary Law,Tamar Frankel examines the structure, principles, themes, and objectives of fiduciary law. Fiduciaries, which include corporate managers, money managers, lawyers, and physicians among others, are entrusted with money or power. Frankel explains how fiduciary law is designed to offer protection from abuse of this method of safekeeping. She deals with fiduciaries in general, and identifies situations in which fiduciary law falls short of offering protection. Frankel analyzes fiduciary debates, and argues that greater preventive measures are required. She offers guidelines for determining the boundaries and substance of fiduciary law, and discusses how failure to enforce fiduciary law can contribute to failing financial and economic systems. Frankel offers ideas and explanations for the courts, regulators, and legislatures, as well as the fiduciaries and entrustors. She argues for strong legal protection against abuse of entrustment as a means of encouraging fiduciary services in society. Fiduciary Law can help lawyers and policy makers designing the future law and the systems that it protects.
Law and the Financial System; Vandeplas Publishing Company (2009)
Law and the Financial System: Securitization and Asset Backed Securities provides students and practitioners with a comprehensive source of materials and references for understanding the process and issues that surround the conversion of illiquid financial assets into tradable securities. The book begins with an overview of the financial system and the place of securitization in the system. The book focuses on the process and law of securitization and is derived largely from Tamar Frankel's treaties, Securitization (2nd ed. 2005). The book concludes with a global view of securitization and an assessment of the impact and future of securitizing financial assets. The legal text is enhanced with case studies and simulation exercises that bring context and practical application to the subject. Study questions covering law, business and public policy provide students with an opportunity to discuss and debate areas where answers are complex and often indeterminate. Simulation exercises enable students to test their own ideas with their peers using real world examples. The book can be used as a stand alone course on securitization or as a supplementary text for courses on financial regulation. Practitioners will find the book a useful desk reference.
Teaching Book: Legal Duties of Fiduciaries-(Definitions, Duties, and Remedies )
Teaching Book:Legal Duties of Fiduciaries; Fathom Publishing Company (2008)
The purpose of this book is to study fiduciary law by uncovering its underlying structure, principles, themes and objectives. Fiduciaries appear everywhere in the law. They emerge in contract, in tort, in corporate law, agency law, partnership law, criminal law, environmental law, employment law, and constitutional law, in property law, in procedure, and in other areas. But rarely are the policies of the fiduciary law examined as such, in its own context. This book examines fiduciary law’s reach and its limits separately from the other categories.
The book offers students a short survey of fiduciary law in time (from Hammurabi's Code 3,000 years ago) and in space (Europe, UK, Japan, China, Taiwan) and the concept of trust. The style of this book is a somewhat closer to books used in practice. In addition, it contains questions and problems drawn from newspapers, novels and other story sources that, when analyzed, reveal fiduciary relationships.
Trust and Honesty Case Study Companion
Trust and Honesty in the Real World; Fathom Publishing Company (2007)
The goal of these course materials is to help students and seasoned practitioners recognize the ease with which trust and honesty can be lost, understand the impact of the business environment and social culture on trust and honesty, and explore measures to reinforce and, if necessary, restore trust and honesty in the business world. These course materials are founded on Trust and Honesty, American's Business Culture at a Crossroad (Frankel, 2006).
The centerpiece of each module in this book is a case study drawn from actual business experience. Assigned readings from Trust and Honesty provide context for each teaching module. The case study assessments and discussions are used to highlight and illustrate the issues in more specific and practical terms. They demonstrate the complexity and indeterminacy of the issues. Role plays are provided with each module to provide the students with opportunities to test their ideas, simulate real life situations,manage tradeoffs and build consensus with their peers.
Securitization: 2d ed. Fathom Publishing Company (2006)
Tamar Frankel's Securitization, Second Edition: Structured Financing, Financial Asset Pools, and Asset-Backed Securities.
This authoritative work examines the process of securitization and explains how applicable laws, a wide variety of federal regulations, and many hundreds of cases define the opportunities for and limit each securitization.
When the first edition of Securitization was published, this financial form was hardly known, let alone understood. Fifteen years later, securitized assets markets constitute one of the largest financial markets and the largest, if mortgage-backed securities are included. The updates of the treatise throughout the years did not do justice to the developing subject.
Hence, this second edition. The fundamental theoretical approach of the treatise has remained the same. This second edition does, however, contain added theoretical arguments and numerous additional citations. The basic structure of the treatise has remained mostly intact, although four chapters have been consolidated into two. Redundancies have been eliminated by references. Authorities have been added and updated.
The treatise has received the masterful edit of Ann Taylor Schwing which makes for easier research and reading.
Note: This book was translated into Chinese in December 2009. Publisher: LawPress-China
Trust and Honesty
Trust and Honesty: America's Business Culture at a Crossroad (published by Oxford University Press; October, 2006)
America's culture is moving in a new and dangerous direction, as it becomes more accepting and tolerant of dishonesty and financial abuse. Tamar Frankel argues that this phenomenon is not new; in fact it has a specific traceable past. During the past thirty years temptations and opportunities to defraud have risen; legal, moral and theoretical barriers to abuse of trust have fallen. She goes on to suggest that fraud and the abuse of trust could have a widespread impact on American economy and prosperity, and argues that the way to counter this disturbing trend is to reverse the culture of business dishonesty. Finally, she presents the following thesis: If Americans have had enough of financial abuse, they can demand of their leaders, of themselves, and of each other more honesty and trust and less cynicism. Americans can reject the actions, attitudes, theories and assumptions that brought us the corporate scandals of the 1990s. Though American society can have "bad apples," and its constituents hold differing opinions about the precise meaning of trust and truth, it can remain honest, as long as it aspires to honesty.
For a review of the book Trust and Honesty, by Julian Franks and Colin Mayer in the Financial Times, January 19, 2006, See the "Conversations" Page.
Listen to an interview with Ken McCarthy, founder of the System, regarding Tamar's book Trust and Honesty...
What the experts are saying
"In this timely and thought-provoking book, Tamar Frankel points out the important role that social norms and attitudes play in good corporate governance. What makes a society dishonest, Frankel argues forcefully, is not merely fraud but a general acceptance of fraud; when market participants begin to assume that others will cut corners whenever they can get away with it, the trust needed for economic prosperity will be undermined. A well functioning corporate system, Frankel suggest, is not merely the presence of good legal rules but also general aspirations to honesty. The book makes the reader stop and think, and no one who reads it will fail to recognize the importance of the issues it raises."
Lucian Bebchuk, Harvard Law School
"A valuable contemporary contribution to longstanding inquiry about the optimal mix of markets and oversight in economic life; Tamar Frankel offers fresh perspectives emphasizing the role of honesty in the analysis."
Lawrence A. Cunningham, Boston College Law School
"Tamar Frankel sounds a warning that America's commitment to minimal standards of good faith in business dealing is being progressively eroded, with Enron and World Com being only the tip of a very large iceberg. Disturbingly this corruption has been tolerated or even justified by decision-makers and opinion formers. Frankel provides a diamond-clear analysis, drawing on a deep knowledge of law, business, ethics, philosophy, sociology, and economic theory. She has produced a compelling case for American business, law and economics to make an account of the soul and repent."
Dr. Joshua Getzler, Fellow and Lecturer
Faculty of Law, Oxford University
"Tamar Frankel has written a brilliant analysis of the ethical deterioration of corporate America and sets forth a practical way of redirecting our misguided culture. This immensely readable book pulls no punches in calling for a mass movement towards an 'honest society which will reap the rewards of honesty.'"
Arthur Levitt, Former Chairman
United States Securities and Exchange Commission
"Tamar Frankel's book, Trust and Honesty: America's Business Culture at a Crossroad, is a provocative and broad-sweeping assessment of American culture, especially business culture. Weaving together press stories, observations, and research from economics, law, psychology, and sociology, Frankel draws a disturbing conclusion: Those in positions in trust are less trust-worthy and our society is weakened by this trend."
Peter Tufano, Sylvan C. Coleman Professor of Financial Management, Harvard Business School
The Regulation of Money Managers
The Regulation of Money Managers (3rd ed. with Arthur Laby and edited by Ann Taylor Schwing)
Widely regarded as the most comprehensive and penetrating analysis of the regulation surrounding investment advisers and companies, The Regulation of Money Managers, 3rd Edition provides unsurpassed guidance for legal counsel in the field.
Newly revised The Regulation of Money Managers, 3rd Edition keeps you up-to-date with all significant new and proposed SEC rules, no-action letters, and interpretive releases, as well as important cases and relevant regulation from other agencies. The Third Edition adds three new chapters on compliance, exchange traded funds, and the extraterritorial regulation of investment advisers and investment companies. Among the other significant topics and developments covered, you'll find:
Relevant developments under the Dodd-Frank and theJOBS Acts;
What constitutes "financial advice" in the employer/employee relationship;
The structure and organization of investment companies;
The Gramm-Leach-Bliley Act of 1999;
The U.S.A. Patriot Act;
Conditions under which foreign investment companies may offer their securities in the United States;
The SEC's rules and regulations implementing legislation that divided the responsibilities of regulating advisers among the states and the commission;
Discount brokerage services;
Internet trading issues;
Conflicts of interest;
Money market funds and exchange-traded funds;
How to avoid Federal Reserve Board jurisdiction;
Custody of clients' funds;
Stock appreciation rights;
If your practice involves the management of investments or investment companies, you'll find discussion of relevant subjects and development in this authoritative and comprehensive resource.
Forward to Original Edition by Louis Loss, 1978
Professor Frankel's scholarship and drive-the two do not
always appear so happily in tandem-have made a notable contribution
to the legal-financial literature with her projected four
volumes of The Regulation of Money Managers.
The spread of the investment company concept from Scotland
throughout the free world via Boston is surely one of the
great financial sagas in this century. That these immense pools
of liquid assets should produce the first body of federal corporation
law in the United States was perhaps inevitable. The author
(whose doctoral dissertation I was privileged to supervise
some years ago) has given us a much needed overview of this
complex cosmos. And in the process she has demonstrated
that, in an age of symposia and increasingly particularized essays,
the one-person treatise, in which a single mind is applied
to the ordering of a significant segment of the corpus juris, is
not a dead art form after all.
Beyond that, it is now apparent that the IImutual fund" tha~ is
the crux of the legislation of 1940 and 1970 no longer occupies
center stage. Prototype it remains, but its very success has
spawned imitators-the real estate· investment trusts, the oil
and gas funds, the "money funds," the bank plans of various
sorts, and the variable annuity and variable life insurance
policies whose evolution, one senses, is still in its early stages.
It has become so commonplace to lament the necessity of administering
the Investment Company Act vi et armis in order to
make it fit whichever of these devices are arguably "investment
companies" that, if Procrustes has been given a credit in heaven
every time his name has been uttered to underscore the obsolescence
of this part of the statute book, that inestimable gent
tleman must be almost ready to leave the nether pit to which he
w'as undoubtedly consigned.
There is a need, clearly, to replace the Investment Company
Act with a new federal statute-one, presumably, with a common,
core supplemented by special sections along the lines of
today's provisions on unit trusts and face-amount certificate
companies-in order to provide a synthesized treatment of all
types of money management. The American Law Institute's
Federal Securities Code, which is to be presented to the Institute
for final approval in May 1978, eschewed this task only because
it probably would have added another five years to the
nine that the Code was in gestation. Once a modernized money
management statute is produced, it will be easy enough to work
it into the structure of the Code.
Professor Frankel's labors, in addition to making it easier for
all of us to live with the present state of affairs, should facilitate
the urgent task of legislative reform.
Investment Management Regulation
Investment Management Regulation (5th ed. 2016).
Investment companies and investment advisory services have become a significant part of the financial system. They host and manage most of the retirement assets in this country and have spread their services abroad as well.
This case book is designed to prepare students to practice in this area, including sensitizing students to the possible changes in money management and the legal adjustments to these changes.
This book deals with the laws governing investment companies: their creation, structure, corporate governance, operations (including the distribution of shares and the management of the portfolios) and dissolution. In particular, this case book focuses on new structures that have evolved in this area, such as ETFs and money market funds.
The purpose of this book is to prepare students, and lawyers who are not familiar with the subject area, to provide effective advice. In addition, it focuses on practicing in this area before the Securities and Exchange Commission.
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