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Securities Law Disclosure Requirements For The Political Subdivision Threatened With Bankruptcy, Robert A. Fippinger
Securities Law Disclosure Requirements For The Political Subdivision Threatened With Bankruptcy, Robert A. Fippinger
Fordham Urban Law Journal
Under what circumstances does a company violate the anti-fraud provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934? This article provides an illustration of the disclosure requirements under these acts, with the municipal debt adjustment procedures of the Bankruptcy Code. The article is divided into three parts. First, it summarizes the application of federal securities law to public finance: the laws pertaining to state and political subdivision issuance of securities. The second portion highlights specific problems under Chapter 9 of the Bankruptcy Code. In this section, the author discusses specific circumstances that may likely raise …
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Fordham Urban Law Journal
Management of a corporation has a general duty to determine whether a tender offer is in the best interest of the corporation and its shareholders. When management uses defensive tactics to respond to a tender offer, they are not acting in the best interests of the shareholders, because their actions are misleading. Shareholders seeking to attack the use of defensive tactics during a tender offer may proceed under state corporations laws, or federal securities laws. Under state law, the judiciary typically scrutinizes management activity under the business judgment rule, limiting scrutiny to situations where management decision are influenced by personal …