Law Commons^™

Current Issues And Developments In The Duties And Liabilities Of Underwriters And Securities Dealers -- A Program By The Committee On Federal Regulation Of Securities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Securities And Exchange Commission V. Sloan, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Recent Developments In Securities Law: Causes Of Action Under Rule 10b-5, Russell N. Brown, Thomas C. Carey, Louis S. Faber, Robert B. Fleming Jr., Allen J. Klein, Mark J. Moretti, James Piggush, M. Williams Jr.

Buffalo Law Review

No abstract provided.

The Broker's Duty To His Customer Under Evolving Federal Fiduciary And Suitability Standards, F. Harris Nichols

Buffalo Law Review

No abstract provided.

1976-1977 Securities Law Developments

Washington and Lee Law Review

No abstract provided.

V. Section 16(B)

Washington and Lee Law Review

No abstract provided.

Iv. Tender Offers

Washington and Lee Law Review

No abstract provided.

Ii. Rule 10b-5

Washington and Lee Law Review

No abstract provided.

I. Definition Of A "Security"

Washington and Lee Law Review

No abstract provided.

Iii. Proxy Soliciation

Washington and Lee Law Review

No abstract provided.

Federalism And The Law Of Securities Regulation: Thelegacy Of Brown V. Board Of Education, Jan G. Deutsch, Lewis H. Larue

Washington and Lee Law Review

No abstract provided.

Rule 10b-6: Options Trading By Participants In A Distribution, Michigan Law Review

Michigan Law Review

After briefly discussing the history of options trading, this Note argues that where participants in a distribution trade options, the potential for abuse is sufficient to warrant regulation of this activity. It then evaluates existing statutes and SEC rules that seek to prevent similar abuses and concludes that language in some of these provisions -- particularly rule 10b-6 -- can be construed to prohibit participants in a distribution from engaging in certain put and call transactions that might manipulate the price of the security being distributed.

Shareholders And Informed Voting: How Much Information Do They Need?, A. Mitchell Powell, Laurence Joseph Shapiro

Mercer Law Review

This article will examine attempts by the federal courts to establish standards for materiality, causation and culpability under the federal proxy-solicitation provisions, §14(a) of the 1934 Securities and Exchange Act' and Rule 14a-9.1 This analysis is made difficult by the failure of the courts to clearly delineate the elements of the 14a-9 cause of action. An examination of the major cases in the area will be helpful in unravelling the various strands of analysis followed by the courts.

Recent Cases, James H. Lokey, Jr., Stephen D. Goodwin, Charles L. Jarik

Vanderbilt Law Review

Constitutional Law--Criminal Procedure-Circuits Split over Application of Stone v. Powell's "Opportunity for Full and Fair Litigation"

James H. Lokey, Jr.

In Stone v. Powell,' the third 1976 decision, the Supreme Court made a limited but distinct break with precedent. Stone held that a state prisoner may not be granted federal habeas relief on the ground that evidence obtained in an unconstitutional search and seizure was introduced at his trial as long as the state has provided an "opportunity for full and fair litigation" of his fourth amendment claim." The Court, as noted previously, did not define what kind of "opportunity" …

Private Pensions And Federal Securities Regulations: The Decades Of Neglect, Ralph R. Smith

North Carolina Central Law Review

No abstract provided.

Exemptions Under The Proposed Federal Securities Code, James H. Cheek, Iii

Vanderbilt Law Review

The policy of full, accurate, and continuous disclosure to investors embodied in the Securities Act of 1933 (1933 Act)' and in the Securities Exchange Act of 1934 (1934 Act) continues unfettered* Lecturer in under the proposed Federal Securities Code (the Code), but the provisions effecting that policy are consolidated and simplified. Under the Code, a company must register itself (not its securities) with the Commission after the first year-end at which it has at least one million dollars in total assets and three hundred holders of its aggregate, nonexempted securities or when the Code first requires it to file an …

Postregistration Provisions Of The Federal Securities Code, Alfred J. Law

Vanderbilt Law Review

The discussion of Part VI of the Federal Securities Code, dealing with postregistration provisions, falls naturally into three general areas: reporting requirements for registered companies, tender requests, and solicitation of proxies. This article will examine each category separately.

The Securities And Exchange Commission And The Code, Ray Garrett, Jr., William B. Weaver

Vanderbilt Law Review

Under the Federal Securities Code, the Commission's discretionary power will be restricted by the Code itself, by formal and informal congressional oversight, and by the Commission's traditionally judicious use of its powers. With these restraints, Congress should not be reluctant to grant to the Commission the new powers proposed in the Code. This article has concentrated on the balance between those new powers and the constraints on the Commission. It should be emphasized, as it certainly is elsewhere in this symposium, that the Code's changes of the Commission's responsibilities will enhance the Commission's ability to administer the securities laws fairly …

Preamble, Herbert Wechsler

Vanderbilt Law Review

As readers of the Review are undoubtedly aware, the American Law Institute was organized in 1923 as a permanent organization of lawyers, judges, and law teachers "to promote," as its charter recites, "the clarification and simplification of the law and its better adaptation to social needs." ...

Work on the Code began' in 1969 with Professor Loss as the Reporter, aided by consultants and advisers whose experience and expertise is equaled only by their high distinction in this field. Five tentative drafts have been printed in the years from 1972 to 1976 and a sixth, which now is off the …

The Issuer Registration And Distribution Provisions Of The Proposed Federal Securities Code, Kenneth J. Bialkin

Vanderbilt Law Review

Section 403 of the Code provides that "[a] registration statement shall contain whatever information, financial statements, material contracts and other documents the Commission specifies by rule. This complete legislative delegation to the Commission, in Professor Loss's view, "seems perfectly safe in the year 1972. "One need not criticize the Commission's competence in the disclosure area, however, to suggest that after some 35 years of experience with the securities laws a statute prescribing the basic disclosure items (similar to the 1933 Act's Schedule A) should be possible, as well as appropriate and desirable. The wisdom of leaving the entire job to …

Public Utility Holding Company Act Of 1935 -- Fossil Or Foil?, Douglas W. Hawes

Vanderbilt Law Review

The 1935 Act, like the Investment Company Act of 1940, is concerned primarily with regulation and does not emphasize disclosure, as does the Securities Act of 1933. Under the 1935 Act, unless an exemption is available, all holding companies whose subsidiaries are engaged in the electric utility business or in the retail distribution of natural or manufactured gas must register. Once registered, a holding company becomes subject to two principal kinds of provisions under the Act. The geographical integration and corporate simplification process mandated by section 11 (and sections 6, 7, 9, and 10, which are designed to prevent new …

Introduction: The Federal Securities Code -- Its Purpose, Plan, And Progress, Louis Loss

Vanderbilt Law Review

The first generation of federal securities statutes, vintage 1933-40, has sprouted tentacles in so many areas of the American corpus juris that it is not easy to think of any field in which so much law-and lore-have been built on so flimsy a statutory base. The nineteen-page grandfather statute, the Securities Act of 1933, goes on, with a continually enhanced fertility that belies its years, to yield esoterica like the "140 series" of rules: professed "safe harbors" whose entrances are guarded by Cerberus atop Scylla and a bevy of Sirens cavorting in Charybdis. In the area of "fraud" that peripatetic …

Recent Cases, Sara P. Walsh, Don B. Cannada, Frances L. Adams, William T. Luedke, Iv

Vanderbilt Law Review

Civil Procedure - Appellate Jurisdiction - Orders Denying Disqualification of Counsel on Ethical Grounds Are Not Final Decisions Subject to Immediate Review Under 28 U.S.C. § 1291

Sara Porter Walsh

Petitioner,' an applicant for a Federal Communications Commission (FCC) broadcasting license, sought interlocutory review of a Commission order' denying a motion to disqualify the law firm that had represented competitor RKO for thirty years. Petitioner alleged that participation by the firm, which included an attorney who was chairman of the FCC while RKO's application was under consideration, constituted a violation of Canons Five and Nine' of the ABA Code of …

Federal Regulation Of Commodity Option Trading - Is The Customer Protected., Geraldine K. Mery

St. Mary's Law Journal

Abstract Forthcoming.

Recent Cases, Samuel E. Stumpf, Jr., M. Carolyn Barefield, Robert S. Reder, Stephen C. Morton, Randolph C. Coley

Vanderbilt Law Review

Noerr-Pennington Immunity for Joint Efforts to Influence Governmental Action - Intent to Cause Competitive Injury, Evidenced by Repeated, Baseless Opposition Before an Adjudicatory Body, Does Not Result in Loss of Noerr-Pennington Immunity Absent Specific Allegations of Conduct External to or Abusive of the Adjutory Processes

Samuel E. Stumpf, Jr.

Constitutional Law - First Amendment - Student's Right to Receive Information Precludes Board's Removal of Allegedly Offensive Books from High School Library

M. Carolyn Barefield

Constitutional Law-Search and Seizure - Federal Courts Are Bound by Federal Wiretapping Statutes and Will Not Exclude Evidence Seized by State Agents in Violation of More …

Complete Stock Redemption In A Family Corporation: A Warning About The Pitfalls Of Two Standards, Eric T. Johnson

Villanova Law Review

No abstract provided.

Portfolio Theory, Capital Markets, And The Marginal Effect Of Federal Margin Regulations, Joseph V. Rizzi

Loyola University Chicago Law Journal

No abstract provided.

Case Note: Securities Law - Pensions - An Involuntary Noncontributory Employee Pension Fund Is A "Security" Under The Federal Securities Laws, Peter J. Kurshan

Fordham Urban Law Journal

In this case note, Peter J. Kurshan analyzes Daniel v. International Brotherhood of Teamsters, 410 F. Supp. 541 (N.D. Ill. 1976), appeal docketed, No. 76-1855 (7th Cir. April 29, 1976). Plaintiff union member John Daniel was denied the right to receive union pension benefits after working for twenty-two and one half years. The trustees of the Local 705 Fund denied the benefits because Daniel's employment was not continuous. They contended that Daniel did not meet the conditions of the union pension plan, since he had been laid off involuntarily for several months. As a result, Daniel brought a class action …

Federal Statutes And Regulation, Various Editors

Villanova Law Review

No abstract provided.