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2000

Securities Law

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Full-Text Articles in Law

The Need For Centralized Securities Regulations In The European Union, Karen M. Smith Dec 2000

The Need For Centralized Securities Regulations In The European Union, Karen M. Smith

Boston College International and Comparative Law Review

Developing a system of securities regulation in the European Union has been a difficult task. Currently, markets are regulated at the national level and are guided by certain minimum standards established by EU Directives. The Investment Services Directive, enacted in 1996, was heralded as the final piece of legislation required to complete a unified market for securities. This Note discusses the ISD's failure to result in a fully integrated market and concludes that EU markets need supervision by a centralized regulatory body to allow them to become fully integrated.


The Anticompetitive Effect Of Passive Investment, David Gilo Oct 2000

The Anticompetitive Effect Of Passive Investment, David Gilo

Michigan Law Review

There are many cases in which a firm passively invests in its competitor. For example, Microsoft passively invested in $150 million worth of the nonvoting stock of Apple, its historic rival in the operating systems market. Also, in November 1998, Northwest Airlines, the nation's fourth-largest airline, purchased 14% of the common stock of Continental Airlines Inc., the nation's fifth-largest (and fastest growing) airline. Northwest competes with Continental on seven routes, serving 3.6 million passengers per year. In another example, TCI, the nation's largest cable operator, became a passive investor with a 9% stake (which can be ...


A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin Aug 2000

A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin

Michigan Law Review

The literature on private ordering systems has expanded exponentially over the last decade. Yet, very few scholars have actually attempted to define the term "private ordering" - a failure that sometimes leads to confusion. Some scholars identify private ordering with non-state ordering. According to this view, the private legal systems Robert Ellickson, Lisa Bernstein, McMillan & Woodruff, Mark West, and others have investigated are "private" simply because their norms are not manufactured or enforced by the state. The alternative view emphasizes the decentralized feature of private ordering systems. Robert Ellickson, for example, studied "how people manage to interact to mutual advantage without ...


Empirical Insight And Some Thoughts On Future(S) Investigation: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', A.W. Brian Simpson Aug 2000

Empirical Insight And Some Thoughts On Future(S) Investigation: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', A.W. Brian Simpson

Michigan Law Review

Some considerable number of years ago, when I was in Chicago, I had a plan to undertake a general study of the origins of futures markets. They fascinated me for a variety of reasons, one being their bizarre nature: traders meeting together, usually in some form of ring, in order to sell, on a huge scale, quantities of commodities which they neither possess, nor intend to possess, to other traders, who have not the least wish to receive such commodities, and nowhere to put them if they did. At first sight it appears a weird perversion of the institution of ...


Private Ordering At The World's First Futures Exchange, Mark D. West Aug 2000

Private Ordering At The World's First Futures Exchange, Mark D. West

Michigan Law Review

Modern derivative securities - financial instruments whose value is linked to or "derived" from some other asset - are often sophisticated, complex, and subject to a variety of rules and regulations. The same is true of the derivative instruments traded at the world's first organized futures exchange, the Dojima Rice Exchange in Osaka, Japan, where trade flourished for nearly 300 years, from the late seventeenth century until shortly before World War II. This Article analyzes Dojima's organization, efficiency, and amalgam of legal and extralegal rules. In doing so, it contributes to a growing body of literature on commercial self-regulation while ...


The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr. Jul 2000

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

As we move into the Twenty-First Century, state blue sky laws and regulations continue to govern a significant portion of the capital formation activities of our domestic businesses. As a result, state administrators, influenced by their historically informed preferences and local traditions, continue to play important roles when businesses attempt to access external capital sources.

Today, however, the effects of state blue sky laws, regulations, and administrators on capital formation are felt almost exclusively by small businesses. The capital formation activities of larger businesses generally have been freed from state control, most recently by the preemption contained in the National ...


Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz Jun 2000

Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz

Michigan Technology Law Review

How much should an investor pay for one share of stock in Yahoo? Or a share of stock in America Online? As publicly traded companies, one need only consult the stock charts in any local newspaper to determine the value the market has placed on these shares. Despite what many Internet sector analysts have professed to be astronomically high valuations, these publicly traded companies possess easily verifiable valuations determined by the free market forces that constitute the building blocks of our economy, and safeguarded by the oversight of federal regulators such as the Securities & Exchange Commission ("SEC"). But what about ...


Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist Jun 2000

Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist

Michigan Law Review

The Securities Act of 1933 ("Securities Act") requires full and fair disclosure of the nature of securities sold in interstate and foreign commerce. Section 11 of the Securities Act prohibits false or misleading registration statements. It also provides buyers a private remedy for false or misleading statements against any signer of the registration statement, any partner or director of the issuer, any professional involved in preparing or certifying the statement, and any underwriter. The rule appears simple: if there is a material misstatement or omission in the registration statement, the buyer may sue the seller. Courts disagree, however, over how ...


Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro May 2000

Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro

Brigham Young University Journal of Public Law

No abstract provided.


Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo Apr 2000

Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo

Florida State University Law Review

No abstract provided.


Disappearing Without A Trace: Sections 11 And 12(A)(2) Of The 1933 Securities Act, Hillary A. Sale Apr 2000

Disappearing Without A Trace: Sections 11 And 12(A)(2) Of The 1933 Securities Act, Hillary A. Sale

Washington Law Review

The judicially created tracing requirement thwarts the remedial sections of the 1933 Securities Act (the "Securities Act") by requiring shareholders to prove the impossible—that their securities were actually issued in the questioned offering. Since 1967, courts addressing this issue have, without question, adopted a requirement for section 11 that plaintiff-shareholders trace their shares to the offering. Recently, courts have expanded it to apply to section 12(a)(2) as well. For any but the first purchases of a share of stock, this requirement has always been virtually impossible to meet. Courts have also used the 1995 opinion in Gustafson ...


A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist Mar 2000

A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist

Washington and Lee Law Review

No abstract provided.


10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law Feb 2000

10th 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 10th Biennial Midwest/Midsouth Securities Law Conference held in February 2000.


Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai Feb 2000

Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai

Faculty Articles and Other Publications

Lynn Bai of the Hong Kong Securities and Futures Commission outlines the new risk-based calculation method for brokers' contributions to the stock clearing fund.


¿Embargo De Derechos Creditorios Cartulares?, Martin Paolantonio, Armando Ricci Jan 2000

¿Embargo De Derechos Creditorios Cartulares?, Martin Paolantonio, Armando Ricci

Martin Paolantonio

Análisis de una sentencia en la que se trató la posibilidad del embargo de derechos derivados de un título valor cuando éste ha ya circulado


La Buena Fe En La Adquisición De Títulos Valores Al Portador, Martin Paolantonio Jan 2000

La Buena Fe En La Adquisición De Títulos Valores Al Portador, Martin Paolantonio

Martin Paolantonio

A propósito de una sentencia judicial, consideraciones sobre la buena fe y su rol en la disciplina de los títulos valores


Nuevas Y Viejas Reflexiones Acerca De La Ejecución De Títulos Cambiarios Nulos (A Propósito Del Plenario "Canosa"), Martin Paolantonio Jan 2000

Nuevas Y Viejas Reflexiones Acerca De La Ejecución De Títulos Cambiarios Nulos (A Propósito Del Plenario "Canosa"), Martin Paolantonio

Martin Paolantonio

Análisis y reflexiones sobre la función de la formalidad en los títulos valores cambiarios, su interpretación jurisprudencial y doctrinaria


El Derecho De Preferencia En La Sociedad Anónima: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio Jan 2000

El Derecho De Preferencia En La Sociedad Anónima: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio

Martin Paolantonio

Análisis sobre el derecho de suscripción preferente, y la conveniencia de su flexibilización en el ámbito de la oferta pública


Depoliticizing Financial Regulation, Steven A. Ramirez Jan 2000

Depoliticizing Financial Regulation, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Dangerous Territoriality Of American Securities Law: A Proposal For An Integrated Global Securities Market, The , John G. Moon Jan 2000

Dangerous Territoriality Of American Securities Law: A Proposal For An Integrated Global Securities Market, The , John G. Moon

Northwestern Journal of International Law & Business

Market participants, academicians, and governmental officials debated how the United States government should structure multiple securities exchanges for several years before Congress mandated the establishment of the National Market System in the 1975 Amendments to the Securities Exchange Act of 1934. During the intervening twenty-five years, recurring issues concerning the transparency, fragmentation, and fairness of the National Market System have remained unresolved. Recently, the globalization of securities markets and the development of Internet technology that permits cost-effective transnational securities trades and markets have exacerbated these issues. In fact, Internet technology makes the development of an integrated global securities market not ...


Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes Jan 2000

Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes

Faculty Publications

This Article examines the implications of this practice under the disclosure obligations imposed by federal securities laws and concludes that the current disclosure is materially misleading, particularly in light of the failure to disclose the selective application of the penalties. Moreover, the selective application of the penalties casts significant doubt on whether these offerings can be considered “fixed price” offerings, which would mean that cursory disclosure of the practice would not suffice.


Reflections On Dual Regulation Of Securities: A Case For Reallocation Of Regulatory Responsibilities, Manning Gilbert Warren Iii Jan 2000

Reflections On Dual Regulation Of Securities: A Case For Reallocation Of Regulatory Responsibilities, Manning Gilbert Warren Iii

Washington University Law Review

I address the scope of state regulatory power that remains given the National Securities Markets Improvement Act of 1996's dictates and prerogatives. I then suggest for consideration significant alterations to the regulatory role traditionally performed by the states.


State Registration Of Securities: An Anachronism No Longer Viable, Charles H. B. Braisted Jan 2000

State Registration Of Securities: An Anachronism No Longer Viable, Charles H. B. Braisted

Washington University Law Review

A number of articles and treatises give a detailed recitation of the history of blue sky laws, the reasoning behind the different approaches taken by federal and state legislators, and the arguments for and against each. There is no need to rehash the arguments here, pro or con. A cursory review of certain developments of the last fifteen years might be in order, however.


“Best Execution, Price Transparency, And Linkages: Protecting The Investor Interest”, Arthur Levitt Jan 2000

“Best Execution, Price Transparency, And Linkages: Protecting The Investor Interest”, Arthur Levitt

Washington University Law Review

Today I want to revisit the components of best execution, transparency, and linkages, but I want to approach them from a slightly different angle. Often, when we discuss concepts such as “trade execution” or “price visibility” or “order interaction,” it’s easy to get mired in highly technical, even puzzling details. These are not necessarily straightforward concepts, and meaningful debates about their impact on our markets often demand rigorous analysis. It’s easy to lose sight of what’s at the very core of these principles—and that’s serving the investor interest. Execution quality takes some effort to consider ...


The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr. Jan 2000

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.

Washington University Law Review

The purpose of this Article is to argue that Congress, notwithstanding the significant problems illuminated by public choice theory and interest group analysis, should complete the work it started with the National Securities Markets Improvement Act of 1996 by entirely preempting state control over capital formation. Only in this manner is it possible to reach the goal of a modern, fair, and efficient regulatory scheme for capital formation.


Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, A. C. Pritchard Jan 2000

Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, A. C. Pritchard

Washington University Law Review

Part I provides background on the historical development of constitutional federalism, the Supreme Court’s decisions in this area, and the apparent demise of constitutional limits on federal power. Part II then reviews the Court’s revival of constitutional federalism over the last decade. Part III focuses on the Court’s decisions applying the principles of constitutional federalism to state courts. Part IV provides background to Congress’s enactment of the Uniform Act and explains why it adopted the form of preemption that it did.


Teaching Corporate Law From An Option Perspective, Peter H. Huang Jan 2000

Teaching Corporate Law From An Option Perspective, Peter H. Huang

Articles

No abstract provided.


Foreword Jan 2000

Foreword

Washington University Law Review

No abstract provided.


The Securities Globalization Disclosure Debate, Merritt B. Fox Jan 2000

The Securities Globalization Disclosure Debate, Merritt B. Fox

Washington University Law Review

A global market is developing for the shares of an increasing portion of the world’s 41,000 publicly-traded issuers. This trend has given rise to an active debate concerning what United States policy should be toward regulation of their disclosure practices. This Article is a comment on this debate through the eyes of an active participant.


The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin Jan 2000

The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans ...