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Full-Text Articles in Law
Breaking Past The Parallax: Finding The True Place Of Lawyers In Securities Fraud, Marianne C. Adams
Breaking Past The Parallax: Finding The True Place Of Lawyers In Securities Fraud, Marianne C. Adams
Fordham Urban Law Journal
Lawyers often play an integral part in business transactions and securities offerings. This puts lawyers on the sidelines of not only great business successes, but also, every so often, tremendous failures. Because they are viewed by many as gatekeepers, and in that role provide a degree of assurance (with their reputational capital) that gross illegalities will not occur, a series of questions arise in the minds of many when illegalities do happen on attorneys’ watch. This Note analyzes the legal standards that are in play and those that should be imposed when lawyers aid or abet a fraud. Part I …
The High Cost Of Efficiency: Mandatory Arbitration In The Securities Industry, Beth E. Sullivan
The High Cost Of Efficiency: Mandatory Arbitration In The Securities Industry, Beth E. Sullivan
Fordham Urban Law Journal
Mandatory arbitration agreements have become standard in the securities industry via the required Form U-4 for anyone seeking a license to buy or sell a security. However, the arbitration agreements generally submits a claimant to a panel of "white males in their sixties," and often claimants do not fare well before such panels. The article explores the claims of proponents of such agreements, such as the efficiency of resolving the dispute, which allegedly benefits both employers and employees, notions of freedom of contract, and ability to foster employment relationships which otherwise would be difficult to enact. However, the article examines …
United States V. O'Hagan: The Supreme Court Abandons Textualism To Adopt The Misappropriation Theory, Amy E. Fahey
United States V. O'Hagan: The Supreme Court Abandons Textualism To Adopt The Misappropriation Theory, Amy E. Fahey
Fordham Urban Law Journal
This article analyzes the Supreme Courts ruling in United States v. O'Hagen holding that Section 10(b) of the Securities and Exchange Act can be applied to insider trading by corporate outsiders. The article argues that the Supreme Court incorrectly expanded the reach of the statute beyond that which Congress had intended.
Sica: The First Twenty Years, Constantine N. Katsoris
Sica: The First Twenty Years, Constantine N. Katsoris
Fordham Urban Law Journal
This Article provides a broad overview of the topic of securities arbitration. It expresses the views of litigants from both sides of the spectrum. It argues that the public must trust in the integrity of the SRO (self-regulatory organization) arbitration process for securities arbitration to remain the basically mandatory system that it is today. The Article traces the evolution of arbitration rules in effect at various SROs. It then examines the Uniform Code of Arbitration in detail, and the SRO Codes. It explores the role of the American Arbitration Association (AAA), the NYSE Symposium, the Ruder Report and the Role …
Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser
Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser
Fordham Urban Law Journal
This Note analyzes transactions involving the purchase and sale of option contracts by an insider possessing material nonpublic information to determine whether the insider violates section 10(b) or Rule 10(b)(5). This Note presents an overview of the framework of Rule 10(b)(5) and, in particular, its enforcement in insider trading cases, and then examines the differing views espoused by courts regarding the duty of disclosure. A general discussion of options and the options market is then provided. Finally, this Note illustrates the loophole by presenting a typical options scenario and then suggests applications of insider trading law the effectively closes the …
Broker-Dealer Responsibility In Reguation D Transacctions, Matthew Joonho Jeon
Broker-Dealer Responsibility In Reguation D Transacctions, Matthew Joonho Jeon
Fordham Urban Law Journal
The Note examines the responsibilities that a broker-dealer has under section 12(2) of the Securities Act of 1933, in Regulation D transactions. The author concludes that because the private placement market for securities generally consists of those persons who are sophisticated and knowledgeable in financial matters, these investors do not need the full protection of the Securities Act's registration requirements. Consequently, broker-dealers involved in Regulation D transactions should not be required to exercise "due diligence."
Securities Arbitration After Mcmahon, Constantine N. Katsoris
Securities Arbitration After Mcmahon, Constantine N. Katsoris
Fordham Urban Law Journal
In Shearson/American Express, Inc. v. McMahon, the Supreme Court decided that federal securities claims under the Securities Exchange Act of 1934 (1934 Act or Exchange Act) are arbitrable. Since McMahon, there has been a flurry of activity in, and focus upon, the general area of arbitration of public securities disputes. This activity has generated particular interest in such subjects as: arbitration forums; pre-trial procedures and discovery; remedies and relief; composition of panels; training, background and evaluation of arbitrators; and the rendering of written opinions. In discussing many of these areas, this Article will track the history of securities arbitration before …
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.
Industrial Development Bond Financing After The Deficit Reduction Act Of 1984: The Final Chapter?, Scott W. Bernstein
Industrial Development Bond Financing After The Deficit Reduction Act Of 1984: The Final Chapter?, Scott W. Bernstein
Fordham Urban Law Journal
Approximately sixteen years after Congress purportedly divested industrial development bonds (IDB) of the general tax exemption accorded interest on state and local obligations, President Reagan signed into law the Deficit Reduction Act of 1984 (1984 Act) which contains a substantial number of provisions affecting IDB financing. Title VII of the 1984 Act places a ceiling on the total dollar amount of IDBs that each state can issue per calendar year, further restricts the use of tax-exempt IDB proceeds, and eliminates various loopholes in the Internal Revenue Code pertaining to IDBs. Coincidentally, on November 27, 1984, the Treasury Department, in its …
Bank Certificates Of Deposit: Notes Not In Tune With Securities Regulation, Mitchell S. Berkey
Bank Certificates Of Deposit: Notes Not In Tune With Securities Regulation, Mitchell S. Berkey
Fordham Urban Law Journal
This Note analyzes the legislative history of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Banking Act of 1933 to ascertain whether Congress may have intended to include modern instruments such as high-yield time deposit savings certificates - items utilized today as alternative investment vehicles to minimize the effects of double digit inflation and interest rates. This Note examines the split among the circuits which have attempted to reconcile statutory language and congressional intent with the practicalities of the modern complex financial marketplace in determining whether promissory notes, including certificates of deposit, are securities. This …
Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto
Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto
Fordham Urban Law Journal
This Note examines certain legal issues arising out of the increasing popularity of cash tender offers as a means for gaining control of public companies. Specifically, this Note will examine The Williams Act and its protection against possible fraud committed by parties attempting to use cash tender offers to take control of a company. Next, the Note will review the U.S. Supreme Court decision Piper Aircraft, Inc. v. Chris-Craft Industries, Inc. to see if a tender offeror can sue for damages under section 14(e) of Securities Exchange Act of 1934 if it is defrauded by another tender offeror.
The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt
The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt
Fordham Urban Law Journal
This Comment looks at the right of financial privacy and Congress' recent attempt to recognize it. It goes on to analyze the Financial Privacy Act. Finally, the Comment examines the origins of the Act, the various provisions of the Act, and the problems associated with the Act.
Mandating Disclosure In Municipal Securities Issues: Proposed New York Legislation, Thomas S. Currier
Mandating Disclosure In Municipal Securities Issues: Proposed New York Legislation, Thomas S. Currier
Fordham Urban Law Journal
This article surveys the existing mechanisims (primarily stemming from federal law) resulting in financial disclosure in connection with the offering and sale to the public of securities of New York municipal issuers. It also describes and compares alternative models for regimes of municipal issuer financial disclosure, such as the MFOA Guidelines, the federal Williams Bill and Industrial Bond Act and New York's Disclosure Proposals. The article ultimately concludes that although the isolated purpose of protecting investors in a municipal securities market that is largely national could most effectively be pursued by the imposition of uniform disclosure requirements through federal law, …
An Overview Of Promissory Notes Under The Federal Securities Laws, Frederick Green
An Overview Of Promissory Notes Under The Federal Securities Laws, Frederick Green
Fordham Urban Law Journal
Article discusses the intent of the Securities Act of 1933 and Securities Exchange Act of 1934 and their various judicial interpretations. Article notes the judicial trend away from a literal reading where all securities would be covered by the acts but how the Second Circuit has been reluctant to stray from a literal interpretation of the acts despite a rejection from the United States Supreme Court.