Law Commons^™

Triggering One-Year Limitations On Section 10(B) And Rule 10b-5 Actions: Actual Or Inquiry Discovery, Charles Benjamin Nutley

San Diego Law Review

Securities fraud lawsuits under Rule 10b-5 are governed by the one and three year limitative period in section 9(e) of the Securities Exchange Act. The one-year period is triggered by the plaintiff's discovery of the facts constituting the violation. Courts differ, however, on the correct discovery standard for section 9(e). This Comment addresses whether courts should apply an inquiry notice standard or an actual notice standard to trigger the one-year limitative period.

An Examination Of The Current Status Of Rating Agencies And Proposals For Limited Oversight Of Such Agencies, Francis A. Bottini Jr.

San Diego Law Review

This Comment analyzes the market for ratings of both financial securities and insurance companies, and finds significant problems with rating agencies, such as lethargy in changing ratings, political influence, unsolicited ratings, and inaccurate ratings. To ensure that the federal securities laws continue to protect investors, this Comment recommends limited oversight of rating agencies. It proposes that Congress enact legislation granting the Securities and Exchange Commission explicit authority to mandate that all nationally recognized statistical rating organizations register with the SEC, and to establish minimum standards for their designation. Finally, the Comment examines First Amendment concerns associated with the regulation of …

Securities Regulation: Challenges In The Decades Ahead, J. William Hicks

Indiana Law Journal

No abstract provided.

Securities Regulation, John L. Latham, James A. Shuchart

Mercer Law Review

This Article surveys significant cases decided by the Eleventh Circuit Court of Appeals during 1991 and 1992 in the field of securities regulation. This Article also examines selected Supreme Court decisions during this survey period that affect Eleventh Circuit precedent.

Anderson Chemical V. Portals Water Treatment: Ensuring An Inherent Risk Of Business, Adrian Bradley Dozier Jr.

Mercer Law Review

In Anderson Chemical v. Portals Water Treatment, the United States District Court for the Middle District of Georgia addressed 'the issue of whether a document executed between two corporations regarding a proposed stock purchase merger and acquisition agreement constituted a binding contract for the sale of securities or a non-binding letter of intent. Specifically, the court addressed a scenario in which a proposed purchaser of securities in an alleged stock purchase agreement made certain oral representations that directly contradicted limiting language in a document executed between the proposed seller and purchaser. The seller then acted in reliance upon the …

Introduction To The Financial System And Securities & Exchange System Reform Act In Japan, Hiroshi Naka, Akio Nakamura, Atsushi Yamashita, Scott Siegler

Washington International Law Journal

This translation of an original Japanese language work, by Hiroshi Naka and Akio Nakamura, both of the Japanese Ministry of Finance, details the reforms of Japan's financial and securities & exchange system made under the recently enacted System Reform Act. The major reforms under the Act include: (1) altering the "Glass Steagall" rule (the separation of securities business and banking business) in Japan so that banks and securities companies can engage in each other's business through their subsidiaries; (2) extending securities regulations to some new types of structured finance; (3) amending public offering provisions and providing new articles for private …

The Supreme Court's Literalism And The Definition Of "Security" In The State Courts, Douglas M. Branson, Karl Shumpei Okamoto

Washington and Lee Law Review

No abstract provided.

Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace

Washington and Lee Law Review

No abstract provided.

French & Sec Securities Regulation: The Search For Transparency And Openness In Decisionmaking, Keith D. Nunes, Louis Vogel, Chris X. Linn, Peter C. Kostant

Vanderbilt Journal of Transnational Law

In this Article, the authors retrace the history and development of France's securities markets. The authors find that the French markets have become dynamic and diverse in the wake of their modernization. In contrast to the passivity of the United States regulatory regime, the authors demonstrate that the role of French regulators is more aggressive and intrusive. The authors also note that, through directives seeking to coordinate the policies of member states, the European Economic Community serves as the world's leading securities regulator. The authors conclude that French securities laws have been successful in improving disclosure and market efficiency. But …

Tipper Credibility, Noninformational Tippee Trading, And Abstention From Trading: An Analysis Of Gaps In The Insider Trading Laws, Steven R. Salbu

Washington Law Review

The regulation of insider trading in the United States prohibits only a fraction of the kind of behaviors which the Securities and Exchange Commission sought to curb in the 1930s. This Article explains the problems created by trading on tipper credibility and noninformation, as well as the difficulties associated with insider abstention from trading. These practices are conceptually akin to trading on inside information, yet they fall beyond the purview of existing prohibitions. The Article examines potential vehicles for rendering the regulations more consistent, including authorization of all insider trading, policing of information, the creation of inferences of fraud from …

Judicial Review Of Defensive Tactics In Proxy Contests: When Is Using A Rights Plan Right?, Randall S. Thomas

Vanderbilt Law Review

Proxy contests have reemerged recently as an important part of the market for corporate control. After years of indifference to corporate elections, dissident shareholders have turned once again to the ballot box as a means of removing unwanted management. In a surprisingly large number of these battles, the challengers have succeeded in getting all or much of what they wanted."

The resurgence of proxy contests has sparked renewed interest by incumbent managements in developing powerful new defensive tactics in corporate elections. Incumbents' time-honored campaign strategies, such as switching the annual shareholders' meeting date, or restricting the potential candidates who can …

The Role Of Institutional And Retail Investors In Canadian Capital Markets, Jeffrey G. Macintosh

Osgoode Hall Law Journal

In recent years, the growth of the institutional portfolio (i.e., funds managed by mutual funds, insurance companies, banks, trust and loan companies, etc.) has been truly astonishing. In this article, Professor MacIntosh argues that this growth has important implications for the manner in which Canadian capital markets are regulated. In particular, institutional shareholders tend to be better monitors of corporate managers than retail shareholders. Institutional monitoring has been impeded by a number of features of the regulatory landscape. Professor MacIntosh makes a number of recommendations for changes to corporate and securities laws. Contrary to the fears expressed by some, the …

A Failure Of Communication: An Argument For The Closing Of The Nyse Floor, Gerald T. Nowak

University of Michigan Journal of Law Reform

Part I of this Note describes and analyzes the stock exchange communication process as it has existed in the past and as it currently exists, paying particular attention to the role of the floor broker and the stock specialist.'" Part II examines certain alternatives, evaluating such systems as to their potential as a replacement for the physical exchanges. Part III suggests an SEC rule granting specific exemption from exchange reporting requirements to low-volume automated systems in the hope of spurring innovation in the business of trading securities.

Commodity Indexed Securitization And Infrastructural Change: Turkey's Role In Emerging Economies, Som Dasgupta, Michael B. Brodsky

Northwestern Journal of International Law & Business

In view of these issues, this paper proposes an optimal approach to design and regulation of commodity contingent instruments for private enterprises. The design of these instruments is likely to significantly alleviate the capital constraints in emerging markets, particularly in Eurasia. A commodity contingent security usually consists of a combination of a traditional debt security (a bond) and several units of a financial instrument, the payoff of which is in some well-defined way linked to the price of a traded commodity. Although commodity contingent securitization can, in theory, be applied at both the national and the private level, the proposals …

Case Comments R. Securities Regulation Sandberg V. Virginia Bankshares, Inc.

Washington and Lee Law Review

No abstract provided.