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Articles 1 - 30 of 45
Full-Text Articles in Law
How Efficient Markets Undervalue Stocks: Capm And Ecmh Under Conditions Of Uncertainty And Disagreement, Lynn A. Stout
How Efficient Markets Undervalue Stocks: Capm And Ecmh Under Conditions Of Uncertainty And Disagreement, Lynn A. Stout
Cornell Law Faculty Publications
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Michigan Law Review
One of the most dramatic examples of increasing interaction across national boundaries in recent years has been the burgeoning volume of transnational transactions in corporate equities. Most developed capitalist countries impose affirmative obligations on issuers of corporate equity to disclose certain information about themselves. While these obligations are imposed on issuers, they are triggered by transactions. The growth in transnational transactions is thus increasingly raising difficult issues concerning the reach of differing national regimes. Given the magnitude of legal resources devoted to compliance with such disclosure regulations, they promise to feature prominently in the larger discussion of the role of …
Securities Regulation, John L. Latham, Jenna L. Fruechtenicht
Securities Regulation, John L. Latham, Jenna L. Fruechtenicht
Mercer Law Review
This Article surveys significant cases decided by the United States Court of Appeals for the Eleventh Circuit during 1995 and 1996 in the field of securities regulation. This Article also examines select Supreme Court decisions and Congressional enactments during this survey period that affect Eleventh Circuit precedent.
The most significant development during this survey period was the enactment of the Private Securities Litigation Reform Act of 1995. Because the legislation affects a number of historical precedents and implements substantial changes in the area of securities regulation, this survey must begin with that Act.
Technology, Transactions Costs, And Investor Welfare: Is A Motley Fool Born Every Minute?, Lynn A. Stout
Technology, Transactions Costs, And Investor Welfare: Is A Motley Fool Born Every Minute?, Lynn A. Stout
Cornell Law Faculty Publications
Computer network technology promises to revolutionize the secondary securities market and particularly to reduce dramatically the marginal costs associated with trading corporate equities. Lowering transactions costs usually is presumed to increase trader welfare. Certain unique characteristics of the secondary securities market suggest, however, that reducing the marginal costs associated with trading stocks may have the perverse and counterintuitive effect of decreasing investor welfare. Policymakers should consider this possibility as they respond to the market's rapid evolution.
The Insider Story, Richard C. Reuben
The Insider Story, Richard C. Reuben
Faculty Publications
The central issue in United States v. O'Hagan, No. 96-842, is the validity of the so-called "misappropriation theory" of insider trader liability under Section 10(b) of the Securities and Exchange Act of 1934. 15 US.C. 78(j)(b). The justices heard oral arguments in April. If the theory propounded by federal regulators is endorsed by the Court, it would expand insider trader liability under U.S. law.
Realizing The Re-Emergence Of The Chinese Stock Market: Fact Or Fiction?, Ann P. Vandevelde
Realizing The Re-Emergence Of The Chinese Stock Market: Fact Or Fiction?, Ann P. Vandevelde
Vanderbilt Journal of Transnational Law
The stock market which currently exists in the People's Republic of China (PRC) is a product of the "open door policy" introduced by Deng Xiaoping in 1978, following the death of Mao Zedong, to promote economic development over class struggle. Following limited experimentation with stock issuance at the local level, the Shanghai and Shenzhen stock exchanges opened in 1990 and 1991 respectively. Since its recent inception, China's stock market--which comprises the trading of domestically owned A-Shares and foreign-owned B-Shares--has experienced impressive growth together with periods of volatility as well as lackluster performance. Recent performance of A-Share trading has been strong, …
Derivative Securities: Governmental Entities As End Users, Bankrupts And Other Big Losers, Robert C. Downs, Lenora J. Fowler
Derivative Securities: Governmental Entities As End Users, Bankrupts And Other Big Losers, Robert C. Downs, Lenora J. Fowler
Faculty Works
No abstract provided.
Judge Friendly And The Law Of Securities Regulation: The Creation Of A Judicial Reputation, Margaret V. Sachs
Judge Friendly And The Law Of Securities Regulation: The Creation Of A Judicial Reputation, Margaret V. Sachs
Scholarly Works
Few judges are more revered than the late Henry J. Friendly, a member of the United States Court of Appeals for the Second Circuit from 1959 to 1986. Leading jurists and scholars have described him as "one of our wisest judges," "a legend in his own time," "the most remarkable legal mind of his generation," "the pre-eminent appellate judge of his era," and "the most distinguished judge in this country during his years on the bench."
Are great judicial reputations-like great literary and scientific reputations- also shaped by contingencies? Or does the legal profession for some reason stand apart? This …
United States U. O'Hagan: 'L'He Eighth Circuit Throws The Second Strike To The Misappropriation Theory Of Rule 10b-5 Liability, Shawn J. Lindquist
United States U. O'Hagan: 'L'He Eighth Circuit Throws The Second Strike To The Misappropriation Theory Of Rule 10b-5 Liability, Shawn J. Lindquist
BYU Law Review
No abstract provided.
Apuntes Sobre El Régimen Legal De La Factura De Crédito (Ley 24.760), Martin Paolantonio, Salvador Bergel
Apuntes Sobre El Régimen Legal De La Factura De Crédito (Ley 24.760), Martin Paolantonio, Salvador Bergel
Martin Paolantonio
Análisis inicial del régimen de la ley 24.760 y la instauración de la factura de crédito como reemplazo de la factura conformada
Cuestiones Probatorias En Derecho Cambiario, Martin Paolantonio, Salvador Bergel
Cuestiones Probatorias En Derecho Cambiario, Martin Paolantonio, Salvador Bergel
Martin Paolantonio
Enfocado desde la perspectiva de reglas sustanciales en materia probatoria, un análisis de las disposiciones pertinentes de la legislación sobre letras de cambio, pagarés y cheques
Inexistencia De La Cuenta Corriente Bancaria Y Su Alegación En El Juicio Ejecutivo, Martin Paolantonio
Inexistencia De La Cuenta Corriente Bancaria Y Su Alegación En El Juicio Ejecutivo, Martin Paolantonio
Martin Paolantonio
Análisis breve de una sentencia que autorizó la alegación de la inexistencia del contrato en un proceso de ejecución
Facultades Del Fiduciario En El Fideicomiso De Garantía, Martin Paolantonio
Facultades Del Fiduciario En El Fideicomiso De Garantía, Martin Paolantonio
Martin Paolantonio
Análisis de las facultades para realizar la garantía por el fiduciario en el fideicomiso de garantía, posibilidad y límites de la aplicación analógica de disposiciones sobre derechos reales
La Inversión En Activos Extranjeros De Los Fondos Comunes De Inversión Y Una Limitación Que Debe Replantearse, Martin Paolantonio
La Inversión En Activos Extranjeros De Los Fondos Comunes De Inversión Y Una Limitación Que Debe Replantearse, Martin Paolantonio
Martin Paolantonio
Crítica de la solución normativa que restringe la inversión en activos extranjeros por parte de fondos comunes de inversión
La Oferta Pública En La Argentina De Participaciones De Fondos De Inversión Constituidos En El Extranjero (Resolución General 286 De La Cnv), Martin Paolantonio
La Oferta Pública En La Argentina De Participaciones De Fondos De Inversión Constituidos En El Extranjero (Resolución General 286 De La Cnv), Martin Paolantonio
Martin Paolantonio
Análisis de la primera reglamentación en la Argentina para la oferta pública de fondos de inversión extranjeros
Notas Sobre El Régimen De Las Alteraciones En El Derecho Cambiario Argentino, Martin Paolantonio, Diego Serebrinsky
Notas Sobre El Régimen De Las Alteraciones En El Derecho Cambiario Argentino, Martin Paolantonio, Diego Serebrinsky
Martin Paolantonio
Nota a fallo vinculado con la existencia de testaduras no salvadas en el documento cambiario y su consideración como alteraciones irrelevantes
Chasing Down The Devil: Standards Of Prudent Investment Under The Restatement (Third) Of Trusts, W. Brantley Phillips, Jr.
Chasing Down The Devil: Standards Of Prudent Investment Under The Restatement (Third) Of Trusts, W. Brantley Phillips, Jr.
Washington and Lee Law Review
No abstract provided.
Securities Market And Securities Regulations In China, Fengxia Dai
Securities Market And Securities Regulations In China, Fengxia Dai
LLM Theses and Essays
China is a large developing country with a socialist ideology that is currently undergoing a period of reform and transformation. In December 1990, China opened its first national securities market - the Shanghai Securities Exchange. This was soon followed in November 1991 by the first special shares denominated in foreign currencies and sold only to overseas investors. These important steps in the development of China’s securities industry indicate commitment by Chinese authorities to the two key components of the nation’s economic reform program - economic systemic reform, and opening to the outside world. China’s securities market and securities regulations contain …
Brave New World?: The Impact(S) Of The Internet On Modern Securities Regulation, John C. Coffee Jr.
Brave New World?: The Impact(S) Of The Internet On Modern Securities Regulation, John C. Coffee Jr.
Faculty Scholarship
It is now a trite commonplace that the advent of the Internet will in time revolutionize securities regulation. Merely the facts that the Internet has somewhere between thirty and sixty million users worldwide today (with an estimated ten to thirty million in the United States) and that some 800,000 U.S. investors already have online brokerage accounts establish that there is a potential global market that can be accessed at very low cost. But the magnitude of the market says little about what will be the character and effect of this approaching revolution.
Technological change is not a new phenomenon for …
The Problem Of Corruption: A Tale Of Two Countries, Kimberly Ann Elliott
The Problem Of Corruption: A Tale Of Two Countries, Kimberly Ann Elliott
Northwestern Journal of International Law & Business
This perspective provides an introduction to the problem of corruption, focusing on two questions: * What causes corruption? * Where is corruption most serious? The perspective concludes with a brief discussion of two countries - Kenya and Uganda - that seem to be going in opposite directions politi- cally and economically, as well as in their attitudes toward corruption.
Defending Sec And Doj Fcpa Investigations And Conducting Related Corporate Internal Investigations: The Triton Energy/Indonesia Sec Consent Decree Settlements, Arthur F. Mathews
Defending Sec And Doj Fcpa Investigations And Conducting Related Corporate Internal Investigations: The Triton Energy/Indonesia Sec Consent Decree Settlements, Arthur F. Mathews
Northwestern Journal of International Law & Business
This article will summarize the foreign bribery/corrupt foreign pay- ments provisions of the FCPA, briefly survey the related books and records and internal accounting controls provisions, analyze available defenses to civil and criminal FCPA charges, and explore sensitive substantive and strategic issues that arise in the defense of SEC and DOJ/grand jury investi- gations and in the conduct of related corporate internal investigations. This article will also analyze the recent SEC consent decree settlements in the Triton Energy/Indonesia case, and explore the types of defenses that might be pursued if an FCPA foreign payments case like Triton were litigated rather …
Report Of The Task Force On Rule 102(E) Proceedings: Rule 102(E) Sanctions Against Accountants, Dixie L. Johnson, John H. Sturc, Kenneth B. Winer, Jayne W. Barnard, Evan J. Falchuk, Jeffrey T. Gilleran, Thomas Gorman, David B. Hardison, Gloria K. Niemi, Thomas L. Riesenberg
Report Of The Task Force On Rule 102(E) Proceedings: Rule 102(E) Sanctions Against Accountants, Dixie L. Johnson, John H. Sturc, Kenneth B. Winer, Jayne W. Barnard, Evan J. Falchuk, Jeffrey T. Gilleran, Thomas Gorman, David B. Hardison, Gloria K. Niemi, Thomas L. Riesenberg
Faculty Publications
No abstract provided.
The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon
The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon
Faculty Scholarship
My topic for this Allen Chair lecture is the shaping force of corporate governance in the new economic order. It is easy to think of corporate law as an arcane field with mysterious terms and peculiar rules, ultimately of interest only to those who are prepared to bill at least 2000 hours a year to unravel its complexities. This is the view that there is a pointless mystery about shareholders, directors, common stocks, debentures, and the bizarre creature my class encountered recently, a convertible exchangeable cumulative preferred stock; and that ultimately corporate law and practice consists of the expert manipulation …
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Faculty Scholarship
One of the most dramatic examples of increasing interaction across national boundaries in recent years has been the burgeoning volume of transnational transactions in corporate equities. Most developed capitalist countries impose affirmative obligations on issuers of corporate equity to disclose certain information about themselves. While these obligations are imposed on issuers, they are triggered by transactions. The growth in transnational transactions is thus increasingly raising difficult issues concerning the reach of differing national regimes. Given the magnitude of legal resources devoted to compliance with such disclosure regulations, they promise to feature prominently in the larger discussion of the role of …
Stockholders, Stakeholders, And Bagholders (Or How Investor Diversification Affects Fiduciary Duty), Richard A. Booth Marbury Research Professor Of Law
Stockholders, Stakeholders, And Bagholders (Or How Investor Diversification Affects Fiduciary Duty), Richard A. Booth Marbury Research Professor Of Law
Faculty Scholarship
The traditional wisdom is that management should serve the interests of the corporation and the stockholders who own it by maximizing stockholder wealth. But a significant number of legal scholars argue that management duty should be more broadly construed to include other constituencies ("stakeholders"), such as employees, creditors, customers, suppliers, and the community at large. The broader view of management duty means that management has more discretion and that stockholders will seldom have recourse if management fails to maximize profits. Nevertheless, many states have adopted so-called other constituency statutes permitting management to consider such other interests. The difference between the …
Rethinking Disclosure Liability In The Modern Era, Merritt B. Fox
Rethinking Disclosure Liability In The Modern Era, Merritt B. Fox
Faculty Scholarship
The state of issuer disclosure in 1997 is like the proverbial half-filled glass. On one hand, as Dean Seligman has amply demonstrated in his contribution to this symposium, the glass is half empty in the sense that the legal incentives for established issuers to engage in high quality disclosure at the time that they sell new securities have decreased in recent decades. Due to the more liberal exemptions available under Regulation S, Rule 144A, Regulation D and Regulation A, a much smaller portion of such sales is even subject to the formal disclosure oriented registration process under Section 5 of …
Does Russia Need A Securities Law?, Greg Lumelsky
Does Russia Need A Securities Law?, Greg Lumelsky
Northwestern Journal of International Law & Business
The question in the title of this article is not necessarily rhetorical. Perhaps a more appropriate inquiry is, does Russia need its current securi- ties law?' The response to the titular question is, as I will argue, clearly yes. The answer to the second question is to a large extent negative. Given the prevailing economic conditions in Russia, the course of enterprise pri- vatization, and the principal institutions shaping Russian capital markets, there is good reason to think that rather than assisting the growth and en- trenchment of a market in securities, much of the current Russian securities legislation will …
Globalizing Sanctions Against Foreign Bribery: The Emergence Of A New International Legal Consensus, David A. Gantz
Globalizing Sanctions Against Foreign Bribery: The Emergence Of A New International Legal Consensus, David A. Gantz
Northwestern Journal of International Law & Business
Part I of the article begins with a review of the rationale and key legal ele- ments of the U.S. Foreign Corrupt Practices Act. Part II describes recent efforts by the United States to convince other governments and firms of the need for binding, enforceable and universally accepted rules against corrupt payments to foreign public officials. Parts III and IV survey the activities of various governmental organizations and major private sector groups that support international efforts to effectively discourage foreign bribery, re- spectively. The key sections, Parts V and VI, describe, analyze and critique the two major international conventions, the …
International Financial Institutions Face The Corruption Eruption: If The Ifis Put Their Muscle And Money Where Their Mouth Is, The Corruption Eruption May Be Capped, James P. Jr. Wesberry
International Financial Institutions Face The Corruption Eruption: If The Ifis Put Their Muscle And Money Where Their Mouth Is, The Corruption Eruption May Be Capped, James P. Jr. Wesberry
Northwestern Journal of International Law & Business
This article addresses what IFIs are doing, are not doing, and hopefully might do to help cap the corruption eruption sweeping our world. The article primarily relates the efforts of the World Bank in this area and briefly discusses efforts by other major IFIs.
The Development Of Compliance Programs: One Company's Experience, Patrick J. Head
The Development Of Compliance Programs: One Company's Experience, Patrick J. Head
Northwestern Journal of International Law & Business
Though the FCPA is only a small portion of the coverage of corporate compliance programs, this perspective will focus on the FCPA and, to a certain extent, on other collateral impact statutes, such as securities and in- ternal revenue laws. It will not delve into related statutes, such as the over- seas reach of antitrust laws.