Law Commons^™

How To Interpret The Securities Laws?, Zachary J. Gubler

Seattle University Law Review

In discussions of the federal securities laws, the SEC usually gets most of the attention. This makes some sense. After all, it is the agency charged with administrating the securities laws and regulating the industry as a whole. It makes the majority of the laws; it engages in enforcement actions; it reacts to crises; and it, or sometimes even its individual commissioners, intervene publicly in policy debates. Often overlooked in such discussion, however, is the role of the Supreme Court in shaping securities law, and a new book by Adam Pritchard and Robert Thompson demonstrates why this is an oversight. …

Special Purpose Acquisition Companies: Wall Street’S Latest Shell Game, Daniel J. Morrissey

Arkansas Law Review

Special Purpose Acquisition Companies (“SPACs”) have been called “Wall Street’s biggest gold rush of recent years.” In reality, they are just another version of an old strategy to exploit a loophole in the federal securities laws that issuers of stock have used to avoid full registration with the SEC, the federal agency set up to administer and enforce the securities laws. The SPAC process circumvents that important protection for investors by taking private firms public through the back door—merging them into shell corporations. Those are companies whose shares are widely held but have no operations or assets.

Aspek Hukum Atas Penerbitan Waran Tanpa Hak Memesan Efek Terlebih Dahulu Sebagai Cara Pembayaran Utang Emiten Pasar Modal Indonesia, Arfan Noer Azwad

"Dharmasisya” Jurnal Program Magister Hukum FHUI

In order to debt restructuring activities, a public company may be able to utilize various capital market instruments deemed to be most appropriate to the circumstances of public companies or issuers. One of them is by selling the equity securities either selling stocks, converting bonds in the settlement of debt restructuring, and / or issuing warrants.Warrants issued as part of a restructuring scheme of the Capital Market Issuers in debt repayments certainly have legal risks which certainly have an impact on shareholders, or on creditors.

The Legal Classification For Transfer Of Securities Ownership In The Stock Exchange, Hussein Tawfiq Faidhallah, Dr. Hiwa Ibrahim Qader

UAEU Law Journal

The process of securities trading is, in fact, a process of sale and purchase of these securities. These papers, regarded as identical movables, can replace each other if they are of the same type, version, and currency. This is quite common in securities. Regardless of the consideration of the security from identical or valuable movables, the majority of comparative regulations governing the trading of securities on exchanges, including the Iraqi law, have required that the securities be designated and deposited with the market. It is also required from each of the converter and the transferee to hold an investor number …

The Evolution Of The Concept Of The Custodianship Contract In Light Of The Removal Of The Securities’ Material Character - A Legal Study From The Jordanian Legislation Prospective, Dr. Ahmed Qasim Farah, Dr. Rasha Hattab

UAEU Law Journal

The removal of the Securities’ material character and the adoption of the Central Depository system brought about an important evolution of the concept of Custodianship Contract which is considered as one of the most important services rendered by financial markets’ practitioners and professionals. This study aims to illustrate the effects of such removal and the consequences of transforming these securities from certain paper certificates into identical electronic journal entries. On one hand, this evolution raises several questions relating to the impact of such abolition on the legal nature of the securities subject to the said contract and the legal characterization …

A New System Of Electronic Chattel Paper: Notification Of Assignment, Thomas E. Plank

South Carolina Law Review

No abstract provided.

The Customer's Nonwaivable Right To Choose Arbitration In The Securities Industry, Jill I. Gross

Brooklyn Journal of Corporate, Financial & Commercial Law

Arbitration has been the predominant form of dispute resolution in the securities industry since the 1980s. Virtually all brokerage firms include predispute arbitration agreements (PDAAs) in their retail customer contracts, and have successfully fought off challenges to their validity. Additionally, the industry has long mandated that firms submit to arbitration at the demand of a customer, even in the absence of a PDAA.

More recently, however, brokerage firms have been arguing that forum selection clauses in their agreements with sophisticated customers (such as institutional investors and issuers) supersede firms’ duty to arbitrate under FINRA Rule 12200. Circuit courts currently are …

Culture Wars: Rate Manipulation, Institutional Corruption, And The Lost Normative Foundations Of Market Conduct Regulation, Justin O'Brien

Seattle University Law Review

The global investigations into the manipulation of the London Interbank Offered Rate (Libor) have raised significant questions about how conflicts of interest are managed for regulated entities contributing to benchmarks. An alternative framework, which brings the management of the rate process under direct regulatory supervision, is under consideration, coordinated by the International Organization of Securities Commissions taskforce. The articulation of global principles builds on a review commissioned by the British government that suggests rates calculated by submission can be reformed. This paper argues that this approach is predestined to fail, precisely because it ignores the lessons of history. In revisiting …

Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady

Pepperdine Law Review

No abstract provided.

Orderly Liquidation Authority: A New Insolvency Regime To Address Systemic Risk, Hollace T. Cohen

University of Richmond Law Review

No abstract provided.

Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries

Seattle University Law Review

What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …

Securities Law: Proxies Pull Mutual Funds Into The Sunlight: Mandatory Disclosure Of Proxy Voting Records, H. Anne Nicholson

Oklahoma Law Review

No abstract provided.

Mandatory Securities Industry Arbitration: The Problems And The Solution, David A. Lipton

Maryland Law Review

No abstract provided.

A Call For A New Special Study Of The Securities And Financial Markets, Stanley Sporkin

Maryland Law Review

No abstract provided.

Sec Nonacquiescence In Judicial Decisionmaking: Target Company Disclosure Of Acquisition Negotiations, Douglas M. Branson

Maryland Law Review

No abstract provided.

State Disclosure Regulation And The Allocation Of Regulatory Responsibilities, Mark A. Sargent

Maryland Law Review

No abstract provided.

Mandatory Disclosure Theory And Management Projections: A Law And Economics Perspective, Roger J. Dennis

Maryland Law Review

No abstract provided.

The Measure Of Damages Under Section 10(B) And Rule 10b-5, Ronald B. Lee

Maryland Law Review

No abstract provided.

A Walk Through The Circuits: The Duty To Disclose Soft Information, Janet E. Kerr

Maryland Law Review

No abstract provided.

Duty To Correct: A Suggested Framework, F. Philip Manns Jr.

Maryland Law Review

No abstract provided.

Issuer Affirmative Disclosure Obligations - An Analytical Framework For Merger Negotiations, Soft Information, And Bad News, Marc I. Steinberg, Robin M. Goldman

Maryland Law Review

No abstract provided.

Rumor Control And Disclosure Of Merger Negotiations Or Other Control-Related Transactions: Full Disclosure Or "No Comment"-The Only Safe Harbors, Thomas Lee Hazen

Maryland Law Review

No abstract provided.

Disclosure Of Preliminary Merger Negotiations - Truth Or Consequences?, Daniel L. Goelzer

Maryland Law Review

No abstract provided.

Who's Suing Who? A Commentary On Investment Bankers And The Misappropriation Theory, Manning Gilbert Warren Iii

Maryland Law Review

No abstract provided.

The Sec And The Courts' Approach To Disclosure Of Earnings Projections, Asset Appraisals, And Other Soft Information: Old Problems, Changing Views , Bruce A. Hiler

Maryland Law Review

No abstract provided.

Interest Rate Swaps: Status Under Federal Tax And Securities Laws, Christopher Dean Olander, Cynthia L. Spell

Maryland Law Review

No abstract provided.

Pleading Securities Fraud, Richard G. Himelrick

Maryland Law Review

No abstract provided.

Special Project -- Legal Issues Arising From The Mexican Economic Crisis, Robert L. Morgan -- Special Projects Editor, J. Robert Paulson, Jr., Fred A. Frost, Terrence L. Dugan, Cynthia L. Wells, G. Wilson Horde, Iii, Judith B. Anderson

Vanderbilt Journal of Transnational Law

The economic crisis in Mexico, which profoundly altered the financial and political course of that nation, has also had a significant impact on persons and corporations having business ties to Mexico. Foreign investors and businesses now are required to follow new Mexican rules that often differ dramatically from those previously in effect. The impact of the crisis has not been confined to changes in Mexican law. A substantial number of issues have arisen that will have significant bearing on United States and international law.

The Special Project discusses the changes in the legal environment following the crisis, with its focus …

Security Interests In Thoroughbred And Standardbred Horses: A Transactional Approach, R. David Lester

Kentucky Law Journal

No abstract provided.

The Foreign Corrupt Practices Act Of 1977: A Private Right Of Action?, Mary F. Lyle

Vanderbilt Journal of Transnational Law

The Foreign Corrupt Practices Act of 1977 (the Act) was passed as a consequence of revelations of foreign and domestic bribes, kickbacks, political payoffs and other questionable financial practices by corporations throughout the past several years. The Act requires issuers of securities subject to the registration and reporting provisions of the Securities Exchange Act of 1934 to comply with specific accounting standards. In addition, the Act provides for civil and criminal liability when an issuer or any domestic concern not an issuer uses the mails or any instrumentality of interstate commerce in furtherance of certain payments to foreign officials...

The …