Law Commons^™

Regulation Of Rule 506 Private Placements: The Teetering Balance Between Investor Protection And Capital Formation, Ilon Oliveira

Golden Gate University Law Review

This Comment aims to show that since the creation of Reg. D private placements, Congress and the SEC have promulgated a series of amendments and enactments that have collectively resulted in a heightened risk of fraud and inadequate safeguards for investors. Part I of this Comment will discuss private placements and the significant enactments and amendments that affect Rule 506 private placement offerings (“Rule 506 offerings”). The most notable amendments in this discussion will include the preemption of state blue-sky laws in 1996, the shortening of the holding period before resale in 2007, the exclusion of an investor’s primary residence …

The Saudi Securities Law: Regulation Of The Tadawul Stock Market, Issuers, And Securities Professionals Under The Saudi Capital Market Law Of 2003, Gouda, Bushra Ali Gouda

Annual Survey of International & Comparative Law

On July 31, 2003, the late King Fahd of Saudi Arabia issued Royal Decree number M/3, officially announcing the constitutive law of the securities industry, the Capital Market Law, and leading the Saudi Kingdom into new territory: capital market regulation. For Saudi businessmen, as well as many attorneys, the question “what are securities laws?” is a fair one. Securities laws are the body of rules that regulate certain subjects and issues pertinent to trade in securities, such as the registration and listing of companies in the stock market, securities professionals, the operation of the securities markets, the regulation of investment …

Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.

Golden Gate University Law Review

For over a decade, judicial decisions have “authorized” the CFTC to conduct expedited discovery irrespective of 26(d)(1)’s structure and text. Instead, courts typically allow discovery because either: (i) “good cause” exists, or (ii) for no articulated reason at all. Consider that the so-called Good-Cause Test merely proclaims, “[g]ood cause exists for the plaintiff [CFTC] to conduct expedited discovery . . . .” Hence, judicial decisions have developed the doctrine in ways that are attenuated from 26(d)(1). The overall result is if the Commission asks for accelerated discovery, then courts will grant such relief. This is somewhat unsurprising because the very …

Mismanagement Of Emerging Stock Markets: Analysis Of The Role Played By "Legislative Infidelity" - A Norm Of Int'l Economic Jurisprudence - In The N8.1tn ($60bn) Crash Of Nigeria Stock Market, Collins U.C. Ikebudu

Theses and Dissertations

The crash of Nigeria stock market which occurred between 2008 and 2009 was unusual. Events that preceded the crash, misconducts of market operators and regulators before, during, and after the crash, the reckless hypes and spins that generated lots of frenzied trading leading to the astronomical rise of Nigeria stock market to number one position in the world, and the synchronization and magnitude of the crash that followed - all exhibit signs of organized scheme.

Thanks to the English Bubble Act of 1720 with which South Sea Corporation precipitated a one hundred and five years securities fraud in Britain, the …

Business Associations, J. Lani Bader

Cal Law Trends and Developments

The new Corporate Securities Act, which became effective January 2, 1969, represents a sweeping change in the total fabric of administrative securities regulation. Indeed, no legislative act during the last decade has been of more importance to the lawyer representing business interests.

Also of considerable importance is the 1968 adoption of the Professional Corporation Act, which marks the entry of the corporation in California into a hitherto closed area. Since this enactment is referred to in another article in this volume, the comments here will be restricted to a discussion of the new Corporate Securities Act and of the changes …

Sec V. Talbot: The "Misappropriation-Plus" Theory, Kalina Laleva

Golden Gate University Law Review

No abstract provided.

The Sec And The Extent Of Its Power To Sanction: An Analysis Of Teicher V. Securities And Exchange Commission - Did The Court Correctly Apply Chevron V. Natural Resources Defense Council To A Matter Of Agency Interpretation?, Rose Arce

Golden Gate University Law Review

This note will address two primary issues in analyzing Teicher. The first is whether the SEC has the authority within its sanctioning power, specifically under Section 15(b)(6) of the Exchange Act, to impose collateral limitations on a person who violates the Exchange Act, such as preventing that person from utilizing his or her license in another branch of the securities industry. The second is whether the SEC has the authority within its sanctioning power, specifically under Section 203(f) of the Advisers Act, to bar a person who violates the Adviser's Act from associating or seeking to become associated with an …

Private Securities Litigation Reform Act Of 1995: Do Issuers Still Get Soaked In The Safe Harbor?, Noelle Matteson

Golden Gate University Law Review

This Comment will examine the background and development of protection for forward-looking statements through the SEC, the courts and Congress. Following this background examination, Part III will focus on the recently passed Reform Act. This discussion will consider the arguments made by opponents and proponents of the Reform Act, the effects of this act and whether it is encouraging disclosure by issuers and protecting the same issuers from frivolous lawsuits.

Securities Law - Securities & Exchange Commission V. Rind: Sec Civil Enforcement Actions Are Not Subject To Statute Of Limitations, Joan E. Low

Golden Gate University Law Review

In Securities & Exchange Commission v. Rind, the United States Court of Appeals for the Ninth Circuit, ruling on an issue of first impression, held that civil enforcement actions brought by the Securities and Exchange Commission (hereinafter "SEC") are not subject to statute of limitations restrictions. Additionally, the court ruled that no right to a jury trial attaches in SEC civil enforcement actions seeking disgorgement of illicit profits.

Securities Law - Mccormick V. Fund American Companies: Altering The Total Mix Of Information Made Available During Disclosure In Corporate Repurchases Of Stock, David E. Wanis

Golden Gate University Law Review

In McCormick v. Fund American Companies, the Ninth Circuit granted summary judgment to defendant corporation over plaintiff shareholder's claim that defendant had violated the Securities Exchange Act by misrepresenting or omitting material information during negotiations to repurchase stock from plaintiff. The court found that in light of plaintiff's status as a "sophisticated business executive," defendant's alleged misrepresentations and omissions did not "significantly alter the total mix of information made available" concerning the contemplated sale of a subsidiary company of defendant corporation.

Securities Law, Peter A. Maclaren

Golden Gate University Law Review

In Hocking v. Dubois, the Ninth Circuit held that where an arrangement to sell a condominium included an option to participate in a rental pool arrangement ("RPA"), the arrangement constituted an investment contract. Consequently, what appeared to be a simple sale of real estate was subject to the provisions of the federal securities laws including the antifraud provisions of Rule I0b-5. This note will examine the rationale supporting the Ninth Circuit's application of securities law to condominium sales, examine the application of rules limiting private causes of action, and analyze the issues presented by the facts of Hocking.

Securities Law, Peter A. Mastromonaco

Golden Gate University Law Review

No abstract provided.

Fraud On The Market: The Decline Of Reliance In A 10b-5 Action, M. Lynn Haggerty

Golden Gate University Law Review

Since the Supreme Court's decision in Affiliated Ute Citizens v. United States, l there has been considerable variation among the circuits regarding the requirement of reliance as an element of an action under rule 10b-5 of the federal securities regulations. The differences seem to stem from a disagreement as to the underlying purposes of the securities regulations. While the regulations were established to force disclosure of material investment information and to maintain market stability, they were also designed to protect the investing public. In an attempt to reconcile these sometimes disparate purposes, one circuit has designed a theory since labeled …

On The Way To Us-Style Hostile Tender Offers In Germany? - The European Attempt To Harmonize The Takeover Law And Its Impact On German Company Law, Roland Donath

Annual Survey of International & Comparative Law

No abstract provided.

Securities, Edward L. Knapp

Golden Gate University Law Review

No abstract provided.

State Sovereignty's Impact On Federal Regulation Of Municipal Securities, Margaret Berlese, Barbara E. Herzig

Golden Gate University Law Review

No abstract provided.

Securities, Daniel V. Burke

Golden Gate University Law Review

No abstract provided.

Lewis V. Mcadam: A Narrow Interpretation Of Standing Fulfills The Purpose Of Section 16(B) Of The Securities Exchange Act Of 1934, Deborah M. Mostaghel

Publications

Section 16(b) of the Securities Exchange Act of 1934 ("Section 16(b)") was designed to curb insider trading leading to "sure thing" profits at the expense of individual stockholders and "to protect the securities markets from untoward influences." A series of cases over the years has explored various aspects of Section 16(b) such as: what is a purchase and sale; who is an issuer; who are beneficial owners; and limits of the statute's purposes. However, one aspect of Section16(b) not fully elucidated by case law is the question of standing. In deciding who has standing when an issuer corporation is extinguished …

Walnut Creek V. Silveira, Jesse W. Carter

Jesse Carter Opinions

Limited Obligation Bond Law was a valid general law because it related to a municipal affair by providing new streets to provide for the greatly increased traffic circulation in commercial area and general fund was not liable for payment of bonds.

Melancon V. Superior Court Of Los Angeles County [Dissent], Jesse W. Carter

Jesse Carter Opinions

Shareholder was not entitled to writ of mandate ordering trial court to allow depositions in shareholders' derivative suit, as such action constituted prosecution of an action, and shareholder was required to give security before proceeding.

Beyerbach V. Juno Oil Co. [Dissent], Jesse W. Carter

Jesse Carter Opinions

Court affirmed dismissal of stockholder's derivative action for failure to furnish security finding that under California corporation law the trial court had the authority to fix the nature and amount of the security.

Hogan V. Ingold [Dissent], Jesse W. Carter

Jesse Carter Opinions

A statutory requirement that a stockholder post security for expenses in a derivative suit filed after the statute's effective date was prospective and procedural, even though the alleged corporate wrongs occurred before the statute's enactment.