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Articles 1 - 26 of 26
Full-Text Articles in Law
Rule 145: Mergers, Acquisitions And Recapitalizations Under The Securities Act Of 1933, Rutheford B. Campbell Jr.
Rule 145: Mergers, Acquisitions And Recapitalizations Under The Securities Act Of 1933, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
The most significant occurrence surrounding the adoption of Rule 145 was the repeal by the Securities and Exchange Commission of Rule 133, the conceptually deficient “no sale” rule that had perplexed commentators for years. In Rule 133, the Commission took the position that no offer or sale of a security was involved when, for example, a shareholder of a company to be acquired in a merger (an “acquired company”) voted whether to authorize the merger of the acquired company into an acquiring company (an “acquiring company”) in exchange for stock in the acquiring company. The purpose of this Article is …
Edna Louis Dunn Trust V. Commissioner: A Movement From The 5 Year Rule To The Device Clause Under Section 355, Delaine Frangos
Edna Louis Dunn Trust V. Commissioner: A Movement From The 5 Year Rule To The Device Clause Under Section 355, Delaine Frangos
Northern Illinois University Law Review
An examination of Dunn Trust v. Commissioner, wherein the Supreme Court refused to expand the 5-year rule of section 355 to encompass an indirect distribution. This narrow application of the 5-year rule shifts emphasis to the device clause, the more appropriate provision for evaluating sham separations.
Regulatory Principles And The Internationalization Of Securities Markets, Robert P. Austin
Regulatory Principles And The Internationalization Of Securities Markets, Robert P. Austin
Law and Contemporary Problems
No abstract provided.
The Market For Markets: Development Of International Securities And Commodities Trading, Charles C. Cox, Douglas C. Michael
The Market For Markets: Development Of International Securities And Commodities Trading, Charles C. Cox, Douglas C. Michael
Law Faculty Scholarly Articles
International Linkage of securities exchanges is an idea unheard of not long ago, but whose time has come quickly. Since 1984, five different links have been created between United States securities or commodities exchanges and counterparts abroad. Three other links have been proposed, and several more are being informally discussed. At the same time, financial firms are investing in in-house international trading technology. The exchanges are battling the development of these in-house trading links for the expanding business in international securities and commodities trading, attempting to persuade traders to use linked markets rather than their own internal connections. “Each exchange …
Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act
Washington and Lee Law Review
No abstract provided.
Cpas Who Perform Management Consulting Services May Face Increased Exposure To Controlling Person Liability Under The Federal Securities Acts
Washington and Lee Law Review
No abstract provided.
The Uniform Transfers To Minors Act—New And Improved, But Shortcomings Still Exist, Thomas E. Allison
The Uniform Transfers To Minors Act—New And Improved, But Shortcomings Still Exist, Thomas E. Allison
University of Arkansas at Little Rock Law Review
No abstract provided.
Enforcing Arbitration Of Federal Securities Law Claims: The Effect Of Dean Witter Reynolds, Inc. V. Byrd, Michael Durrer
Enforcing Arbitration Of Federal Securities Law Claims: The Effect Of Dean Witter Reynolds, Inc. V. Byrd, Michael Durrer
William & Mary Law Review
No abstract provided.
The Second Circuit's Approach To The "In Connection With" Requirement Of Rule 10b-5, Barbara Black
The Second Circuit's Approach To The "In Connection With" Requirement Of Rule 10b-5, Barbara Black
Faculty Articles and Other Publications
This Commentary examines the evolution of the "in connection with" requirement within the Second Circuit, focusing on cases decided in the 1985-86 term. It attempts to illustrate the direction the Circuit has taken in dealing with complex issues of securities fraud.
The Securities Industry Standards Act Of 1986: Significant Changes In Florida's Blue Sky Laws, Marilyn B. Cane
The Securities Industry Standards Act Of 1986: Significant Changes In Florida's Blue Sky Laws, Marilyn B. Cane
Nova Law Review
National attention has often focused on Florida as a base for con-artists.
American Banker's Ass'n V. Sec: Sec Has No Authority To Regulate Banks Dealing With The Purchase And Sale Of Securities, Cynthia A. Houghten
American Banker's Ass'n V. Sec: Sec Has No Authority To Regulate Banks Dealing With The Purchase And Sale Of Securities, Cynthia A. Houghten
University of Baltimore Law Forum
No abstract provided.
The Government Securities Market: In The Wake Of Esm, Terry F. Rogers
The Government Securities Market: In The Wake Of Esm, Terry F. Rogers
Santa Clara Law Review
No abstract provided.
Rumor Control And Disclosure Of Merger Negotiations Or Other Control-Related Transactions: Full Disclosure Or "No Comment"-The Only Safe Harbors, Thomas Lee Hazen
Rumor Control And Disclosure Of Merger Negotiations Or Other Control-Related Transactions: Full Disclosure Or "No Comment"-The Only Safe Harbors, Thomas Lee Hazen
Maryland Law Review
No abstract provided.
A Call For A New Special Study Of The Securities And Financial Markets, Stanley Sporkin
A Call For A New Special Study Of The Securities And Financial Markets, Stanley Sporkin
Maryland Law Review
No abstract provided.
Issuer Affirmative Disclosure Obligations - An Analytical Framework For Merger Negotiations, Soft Information, And Bad News, Marc I. Steinberg, Robin M. Goldman
Issuer Affirmative Disclosure Obligations - An Analytical Framework For Merger Negotiations, Soft Information, And Bad News, Marc I. Steinberg, Robin M. Goldman
Maryland Law Review
No abstract provided.
Disclosure Of Preliminary Merger Negotiations - Truth Or Consequences?, Daniel L. Goelzer
Disclosure Of Preliminary Merger Negotiations - Truth Or Consequences?, Daniel L. Goelzer
Maryland Law Review
No abstract provided.
Sec Nonacquiescence In Judicial Decisionmaking: Target Company Disclosure Of Acquisition Negotiations, Douglas M. Branson
Sec Nonacquiescence In Judicial Decisionmaking: Target Company Disclosure Of Acquisition Negotiations, Douglas M. Branson
Maryland Law Review
No abstract provided.
State Disclosure Regulation And The Allocation Of Regulatory Responsibilities, Mark A. Sargent
State Disclosure Regulation And The Allocation Of Regulatory Responsibilities, Mark A. Sargent
Maryland Law Review
No abstract provided.
Mandatory Disclosure Theory And Management Projections: A Law And Economics Perspective, Roger J. Dennis
Mandatory Disclosure Theory And Management Projections: A Law And Economics Perspective, Roger J. Dennis
Maryland Law Review
No abstract provided.
The Sec And The Courts' Approach To Disclosure Of Earnings Projections, Asset Appraisals, And Other Soft Information: Old Problems, Changing Views , Bruce A. Hiler
The Sec And The Courts' Approach To Disclosure Of Earnings Projections, Asset Appraisals, And Other Soft Information: Old Problems, Changing Views , Bruce A. Hiler
Maryland Law Review
No abstract provided.
Who's Suing Who? A Commentary On Investment Bankers And The Misappropriation Theory, Manning Gilbert Warren Iii
Who's Suing Who? A Commentary On Investment Bankers And The Misappropriation Theory, Manning Gilbert Warren Iii
Maryland Law Review
No abstract provided.
The Measure Of Damages Under Section 10(B) And Rule 10b-5, Ronald B. Lee
The Measure Of Damages Under Section 10(B) And Rule 10b-5, Ronald B. Lee
Maryland Law Review
No abstract provided.
A Walk Through The Circuits: The Duty To Disclose Soft Information, Janet E. Kerr
A Walk Through The Circuits: The Duty To Disclose Soft Information, Janet E. Kerr
Maryland Law Review
No abstract provided.
Duty To Correct: A Suggested Framework, F. Philip Manns Jr.
Duty To Correct: A Suggested Framework, F. Philip Manns Jr.
Maryland Law Review
No abstract provided.
Repurchase Agreement Transactions In Securities Investor Protection Act Proceedings, Michael D. Bolton
Repurchase Agreement Transactions In Securities Investor Protection Act Proceedings, Michael D. Bolton
Fordham Urban Law Journal
Addresses the treatment of Repurchase Agreements (REPOS) in bankruptcy proceedings before and after the Bankruptcy Reform Act of 1984. Examines the treatment of REPOs as both sales and loans, and concludes that courts should treat REPO transactions as contracts for a sale and subsequent repurchase, in order to insure market stability, protect consumers, and maximize assets. The author further concludes that administering trustees should not be able to classify REPOs as loans, then refuse to protect the owners of securities underlying the REPOs as customers.
Closing A Loophole: Insider Trading In Standardized Options, Steve Thel
Closing A Loophole: Insider Trading In Standardized Options, Steve Thel
Fordham Urban Law Journal
This article is a Commentary on a previous Note published in the Fordham Urban Law Journal (Note, Insiders, Options and the Fiduciary Principle: A Rule 10b-5 Loophole, 16 Fordham Urb. L.J. 295 (1988)). The Note argued that the Supreme Court has expressly endorsed only one theory of insider trading liability, in Chiarella v. United States. By the simple expedient of trading options on common stock rather than the common stock itself, an insider can escape Rule 10b-5 liability under Chiarella.