Law Commons^™

Income And Gift Tax Treatment Of A Waiver Of Rights To Future, Undeclared Dividends By A Corporate Shareholder, Cornelia H. Boozman

Vanderbilt Law Review

This Note will attempt to set forth and analyze the present state of the law concerning dividend waivers.After determining that this law gives taxpayers few standards for determining the proper tax characterization of a dividend waiver, the Note concludes that analogous areas of tax law must be examined for guidance. Finally, the Note identifies and discusses several analogies that might be helpful to a taxpayer faced with a dividend waiver problem.

Estate Tax Deductibility Of Underwriters' Expenses After An Executor's Sale Of Stock: A Loophole In Section 2053, Mark D. Maloney

Vanderbilt Law Review

This Recent Development will examine the relationship between two Code provisions that are essential to the calculation of the taxable estate. Section 2031 establishes the value of the "gross estate," and section 2053 provides that certain administrative expenses are deductible from the gross estate. Recently, in Estate of Joslyn v. Commissioner and Estate of Jenner v. Commissioner,' two United States Courts of Appeals applied sections 2031 and 2053 in a manner that substantially benefits estates that possess large holdings of a particular stock. Because large blocks of stock are difficult to liquidate, the per-share price of the stock will actually …

The Extraterritorial Reach Of The Federal Securities Code: An Analysis Of Section 1905, John M. Liftin

Vanderbilt Law Review

Section 1905 of the proposed Federal Securities Code' sets forth the applicability of the Code to transnational securities transactions. The drafters could have stated in each provision of the Code whether and to what extent it was to apply extraterritorially. Instead, they placed in one section a set of general principles that cuts across all other sections of the Code and indicates which sections are to have extraterritorial application. The result is a descriptive guide that relies on a classification of transactions rather than a section-by-section enumeration...

This Article will not analyze the existing cases, except to the extent they …

Federal-State Relations Under The Federal Securities Code, Jeffrey B. Bartell

Vanderbilt Law Review

There is little in the recorded history of the American Law Institute's Federal Securities Code to indicate that a major rearrangement of regulatory responsibilities between the federal government and the states was a primary object. Milton Cohen's thoughtful article "Truth in Securities" Revisited,I probably the principal catalyst of the codification project, described a new world of securities regulation involving coordinated disclosure and continuous reporting, without any mention of federal-state relations or the blue sky laws. Indeed, when the American Bar Association's Committee on Federal Regulation of Securities first discussed the project in 1966, a suggestion that concurrent consideration be given …

The Trust Indenture Act Of 1939 In The Proposed Federal Securities Code, Richard A. Stark

Vanderbilt Law Review

This Article will summarize briefly the significant provisions of the TIA as they currently are applied and will describe and comment upon Code Part XIII, Trust Indentures, as it appears in the 1978 Draft. ... The Code requirement that statutory and optional trust indenture provisions are to be interpreted, applied, and enforced as a matter of federal law will be statutory confirmation of the Morris case. The overall scheme for dealing with trust indentures, trustees,and the related offering statement represents a desirable simplification and updating of the TIA provisions. Significantly, the SEC's enforcement authority regarding trust indentures is expanded to …

Some Practical Questions Concerning The Effect Of The Proposed Federal Securities Code On Civil Litigation, J. Vernon Patrick, Jr.

Vanderbilt Law Review

A major impetus for the launching of the Federal Securities Code project in 1969 was the view, widely held by businessmen and their lawyers, that it was far too easy for investors to bring class action suits under the federal securities laws, seeking multi-million dollar judgments against business corporations, directors, accountants, and lawyers.' The business community's concern about possible exposure to large judgments in securities litigation was heightened by the news that plaintiffs had obtained a judgment in a class action brought against the issuer and several "outside director"defendants in Escott v. Bar Chris Construction Corp., and by several United …

Corporate Directors' Liability For Resisting A Tender Offer: Proposed Substantive And Procedural Modifications Of Existing State Fiduciary Standards, Oby T. Brewer, Iii

Vanderbilt Law Review

This Note will review recent decisions applying state law fiduciary standards and will propose procedural and substantive modifications to existing standards. The proposed modifications will compel target directors to recognize and fulfill fiduciary obligations when faced with a decision whether or not to resist a tender offer.

The American Law Institute's Proposed Federal Securities Code, Editor In Chief

Vanderbilt Law Review

This issue of the Law Review represents Part Two of the symposium on the Proposed Federal Securities Code. This issue contains articles on federal-state relations under the Code; the impact of the Code on the Trust Indenture Act of 1939; the extraterritorial reach of the Code; and the effect of the Code on civil litigation. It is hoped that these articles will continue the fine work begun by Part One of the symposium, providing our readers with a thorough analysis of these additional sections of the Code and presenting recommendations for constructive changes to be considered in the final process …