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Articles 1 - 30 of 57
Full-Text Articles in Law
Back To The 1930s? The Shaky Case For Exempting Dividends, Reuven S. Avi-Yonah
Back To The 1930s? The Shaky Case For Exempting Dividends, Reuven S. Avi-Yonah
Articles
This article is based in part on the author’s U.S. Branch Report for Subject I of the 2003 Annual Congress of the International Fiscal Association, to be held next year in Sydney, Australia (forthcoming in Cahiers de droit fiscal international, 2003). He would like to thank Emil Sunley for his helpful comments on that earlier version, and Steve Bank, Michael Barr, David Bradford, Michael Graetz, and David Hasen for comments on this version. Special thanks are due to Yoram Keinan for his meticulous work on the EU regimes (see Appendix). All errors are the author’s. In this report, Prof. Avi-Yonah …
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
William & Mary Law Review
No abstract provided.
Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton
Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton
Cornell Law Faculty Publications
The stunning collapse of Enron, coupled with the large number of accounting irregularities and apparent corporate fraud, have created a climate in which reform and improvement of the law governing corporate lawyers is underway. The ABA Task Force on Corporate Responsibility has issued a preliminary report that recommends promising changes in the rules of professional conduct. And, the Corporate Reform Act of 2002 has changed the landscape by authorizing the SEC to promulgate rules of professional conduct for securities lawyers and directing the SEC to issue a rule requiring securities lawyers to climb the corporate ladder to prevent or rectify …
Internalizing Outsider Trading, Ian Ayres, Stephen Choi
Internalizing Outsider Trading, Ian Ayres, Stephen Choi
Michigan Law Review
Investing in the United States has become a hobby for many. Individual ownership of equity, moreover, has increased over the past decade due in part to the introduction of internet-based trading. While providing the possibility for greater returns compared with bank savings accounts, among other investment alternatives, the public capital markets also pose greater risks for investors. Many individual investors lack both the resources and the incentive to analyze the value of any particular security in the market. Such investors thus trade at a systematic disadvantage relative to more informed parties. In response, regulators have asserted that certain informational disparities …
Securities Regulation—Fraud—Rule 10b-5 No Longer Scares The Judiciary, But May Scare Corporate Defendants: The United States Supreme Court Switches Directions. Wharf (Holdings) Ltd. V. United International Holdings, Inc., 532 U.S. 588 (2001)., Bhavik R. Patel
University of Arkansas at Little Rock Law Review
No abstract provided.
The Critical Resource Theory Of Fiduciary Duty, D. Gordon Smith
The Critical Resource Theory Of Fiduciary Duty, D. Gordon Smith
Vanderbilt Law Review
This Article proposes a new theory to unify the law of fiduciary duty. The prevailing view holds that fiduciary law is atomistic, arising for varied reasons in established categories of cases (such as trustee-beneficiary and director-shareholder) and ad hoc in relation- ships where one person trusts another and becomes vulnerable to harm as a result. By contrast, the critical resource theory of fiduciary duty holds that every relationship properly designated as "fiduciary" conforms to the following pattern: One party (the "fiduciary') acts on behalf of another party (the "beneficiary') while exercising discretion with respect to a critical resource belonging to …
Nevada's Failure To Secure Its Future: An Analysis Of The Omission Of U.C.C. § 9-318(A) And Its Effect On Asset Securitization, Cari Ehrlich Waters
Nevada's Failure To Secure Its Future: An Analysis Of The Omission Of U.C.C. § 9-318(A) And Its Effect On Asset Securitization, Cari Ehrlich Waters
Nevada Law Journal
No abstract provided.
Special Study On Market Structure, Listing Standards And Corporate Governance, Roberta S. Karmel
Special Study On Market Structure, Listing Standards And Corporate Governance, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Oath Taking, Truth Telling, And Remedies In The Business World: Hearing Before The H. Comm. On Energy And Commerce, 107th Cong., July 26, 2002 (Statement Of Sherman Cohn, Prof. Of Law, Geo. U. L. Center), Sherman L. Cohn
Testimony Before Congress
No abstract provided.
Wall Street V. Main Street: The Sec's New Regulation Fd And Its Impact On Market Participants, D. Casey Kobi
Wall Street V. Main Street: The Sec's New Regulation Fd And Its Impact On Market Participants, D. Casey Kobi
Indiana Law Journal
No abstract provided.
The Gramm-Leach-Bliley Act, Information Privacy, And The Limits Of Default Rules, Edward J. Janger, Paul M. Schwartz
The Gramm-Leach-Bliley Act, Information Privacy, And The Limits Of Default Rules, Edward J. Janger, Paul M. Schwartz
Faculty Scholarship
No abstract provided.
Form Over Substance?: Officer Certification And The Promise Of Enhanced Personal Accountability Under The Sarbanes-Oxley Act, Lisa M. Fairfax
Form Over Substance?: Officer Certification And The Promise Of Enhanced Personal Accountability Under The Sarbanes-Oxley Act, Lisa M. Fairfax
Faculty Scholarship
This article argues that the requirement under the Sarbanes-Oxley Act (the “Act”) that particular officers certify the accuracy of the financial information contained in their company’s periodic reports fails to alter significantly existing standards of liability for officers who signed or approved such reports prior to the Act’s passage. This failure creates cause for concern about the Act’s potential to meet its objectives. Indeed, the certification requirement represents one of the Act’s principal symbols of officer personal accountability. By demonstrating that the requirement may only be symbolic, my article questions whether the Act can impact the behavior of corporate officers, …
Enron And The Dark Side Of Worker Ownership, David K. Millon
Enron And The Dark Side Of Worker Ownership, David K. Millon
Scholarly Articles
None available.
Professionalism Consequences Of Law Firm Investments In Clients: An Empirical Assessment, Royce De R. Barondes
Professionalism Consequences Of Law Firm Investments In Clients: An Empirical Assessment, Royce De R. Barondes
Faculty Publications
This article examines two principal hypotheses: Hypothesis 1: Law firm investments in clients diminish the extent to which those law firms require issuers to disclose adverse information in IPO prospectuses. Hypothesis 2: Those law firms that are willing to invest in their clients are generally less aggressive in requiring their clients, in their IPOs, to disclose adverse information in their IPO prospectuses.
The Sec's Role In The Global Era: How The Sec Will Protect U.S. Investors In Foreign Markets, Derek W. Kaczmarek
The Sec's Role In The Global Era: How The Sec Will Protect U.S. Investors In Foreign Markets, Derek W. Kaczmarek
Indiana Journal of Global Legal Studies
No abstract provided.
Harmonization Of Disclosure Standards For Cross-Border Share Offerings: Approaching An "International Passport" To Capital Markets? (The Earl A. Snyder Lecture In International Law), J. William Hicks
Indiana Journal of Global Legal Studies
On March 1, 2001, Professor Hicks delivered the fifth annual Snyder Lecture at the University of Cambridge in the Lauterpacht Center for International Research.
Determining The Materiality Of Earnings Forecasts Under The Private Securities Litigation Reform Act In Helwig V. Vencor, Hugh Beck
BYU Law Review
No abstract provided.
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Michigan Law Review
When stock indices drop precipitously, when the startup companies fizzle out, and when it stops raining money on places like Wall Street and Silicon Valley, attention turns to downside contracting. Law and business lawyers, sitting in the back seat as mere facilitators on the upside, move up to the front and sometimes even take the wheel. The job is the same on both the upside and downside: to maximize the value of going concern assets. But what comes easily on the upside can be dirty work on the down, where assets need to be separated from dysfunctional teams of business …
11th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law
11th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law
Continuing Legal Education Materials
Materials from the UK/CLE 11th Biennial Midwest/Midsouth Securities Law Conference held in February 2002.
Turning Seats Into Shares: Cause And Implications Of Demutualization Of Stock And Futures Exchange, Roberta S. Karmel
Turning Seats Into Shares: Cause And Implications Of Demutualization Of Stock And Futures Exchange, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz
The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
The Globalization Of Insider Trading Prohibitions, Franklin A. Gevurtz
The Globalization Of Insider Trading Prohibitions, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
La Contratación Privada Y La Emergencia Económica: Una Perspectiva Económica Y Jurídica, Martin Paolantonio
La Contratación Privada Y La Emergencia Económica: Una Perspectiva Económica Y Jurídica, Martin Paolantonio
Martin Paolantonio
A propósito de la legislación de emergencia económica luego de la crisis de 2001, un enfoque crítico de las soluciones adoptadas desde una perspectiva constitucional, contractual y económica
Los Fondos Comunes De Inversión Y La Emergencia Económica, Martin Paolantonio
Los Fondos Comunes De Inversión Y La Emergencia Económica, Martin Paolantonio
Martin Paolantonio
Análisis del impacto de la normativa de emergencia económica en la actuación de los fondos comunes de inversión, cubriendo aspectos sustanciales y procesales
Responsabilidad Del Administrador Y Sujeto Pagador En El Sistema De Tarjetas De Crédito, Martin Paolantonio
Responsabilidad Del Administrador Y Sujeto Pagador En El Sistema De Tarjetas De Crédito, Martin Paolantonio
Martin Paolantonio
Cuestiones sobre la responsabilidad contractual y extracontractual del administrador y sujeto pagador del sistema de tarjetas de crédito (nota a fallo)
Responsabilidad Civil Y El Prospecto De Oferta Pública De Valores Negociables (Decreto 677/01), Martin Paolantonio
Responsabilidad Civil Y El Prospecto De Oferta Pública De Valores Negociables (Decreto 677/01), Martin Paolantonio
Martin Paolantonio
Primer análisis en doctrina del art. 35 del decreto 677/01 y el régimen especial de responsabilidad civil por falencias informativas en el prospecto de emisión de valores negociables
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
Faculty Scholarship
This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other …
Securities Analysts' Undisclosed Conflicts Of Interest: Unfair Dealing Or Securities Fraud?, Jill I. Gross
Securities Analysts' Undisclosed Conflicts Of Interest: Unfair Dealing Or Securities Fraud?, Jill I. Gross
Elisabeth Haub School of Law Faculty Publications
This article addresses recent regulatory efforts to proscribe undisclosed conflicts of interest beyond mere scalping, including ownership interests in recommended securities, and the compensation connection between analysts and investment bankers within a firm. Part III of this article traces the history of prior cases imposing liability on industry participants, including investment advisers, analysts and others, for failing to disclose their conflicts of interest when recommending securities. Part IV of this article then examines the question of whether analysts have any civil liability to those relying on their recommendations for failure to disclose actual or potential conflicts of interest. Finally, the …
The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez
The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez
Faculty Publications & Other Works
No abstract provided.