Law Commons^™

Requiring Broker-Dealers To Disclose Conflicts Of Interest: A Solution Protecting And Empowering Investors, Daniel P. Guernsey Jr.

University of Miami Law Review

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) instructed the Securities and Exchange Commission (“SEC”) to analyze the gaps in the regulatory regimes of investment advisers and broker-dealers. After analyzing the differences between the two regimes, the SEC proposed a rule that essentially created a fiduciary duty for broker-dealers equivalent to that of investment advisers. In theory, a uniform fiduciary duty would increase investor protection; however, such a drastic overhaul of broker-dealer regulation has attendant consequences. Indeed, as seen from the federal government’s previous attempts to create a broker-dealer fiduciary duty, increasing broker-dealer regulatory requirements limits lower-capital …

Extraterritorial Criminal Enforcement Of Securities Fraud Regulations After United States V. Vilar, Edgardo Rotman

University of Miami Law Review

In August 2013, the Court of Appeals for the Second Circuit in the case of United States v. Vilar denied extraterritorial application of the criminal law antifraud provisions contained in the Securities Exchange Act. The specific object of this paper is to criticize this decision and negate its premises.

After delving in depth into the notion of extraterritoriality, the paper offers a dynamic interpretation of the 1922 Supreme Court’s decision in United States v. Bowman, which is still the governing precedent on extraterritorial application of criminal laws. Furthermore, the paper criticizes the application of the 2010 Supreme Court’s decision …

Takeover Statutes: The Dormant Commerce Clause And State Corporate Law, Arthur R. Pinto

University of Miami Law Review

No abstract provided.

Stock Market Manipulation And Corporate Control Transactions, Norman S. Poser

University of Miami Law Review

The definition of manipulation has recently become a live issue in the context of mergers, tender offers, and going private transactions In responding to allegations of manipulative management tactics, courts have sometimes stretched the concept of manipulation in order to find a violation of section 14(e) or section 10(b) of the Securities and Exchange Act of 1934. In the recent case of Schreiber v. Burlington Northern, Inc., the Supreme Court held that there can be no manipulation without misrepresentation or nondisclosure. The author shows that this is consistent with the antimanipulative provisions of the Exchange Act. He also explores …