Open Access. Powered by Scholars. Published by Universities.®
- Institution
- Keyword
-
- Securities (12)
- Corporation (10)
- SEC (9)
- Securities and Exchange Commission (9)
- Company (7)
-
- Corporate (7)
- Business (6)
- Shareholder (6)
- Shareholders (5)
- Antifraud (4)
- Disclosure (4)
- Limited Liability Company (4)
- Management (4)
- Profit (4)
- Board of Directors (3)
- Corporate Governance (3)
- Director (3)
- Howey (3)
- Interest (3)
- Internet (3)
- LLC (3)
- Legislation (3)
- Liability (3)
- Litigation (3)
- Ownership (3)
- Risk Capital (3)
- Securities law (3)
- Statute (3)
- Stock (3)
- Supreme Court (3)
Articles 1 - 30 of 30
Full-Text Articles in Business Organizations Law
Legal Framework For Soviet Privatization, Olga Floroff, Susan Tiefenbrun
Legal Framework For Soviet Privatization, Olga Floroff, Susan Tiefenbrun
Pepperdine Law Review
No abstract provided.
In Honor Of Walter O. Weyrauch: The Ubiquity Of Greed: A Contextual Model For Analysis Of Scienter, Ann Morales Olazabal, Patricia Sanchez Abril
In Honor Of Walter O. Weyrauch: The Ubiquity Of Greed: A Contextual Model For Analysis Of Scienter, Ann Morales Olazabal, Patricia Sanchez Abril
Florida Law Review
Some securities fraud plaintiffs contend that greed—in the form of perpetuating a prestigious executive position, ensuring a gainful bonus, or maintaining the appearance of corporate profitability—is a bona fide motive evidencing scienter. But currently, no single judicial standard or analytical rubric guides the analysis of whether allegations of greed indicate scienter in these cases. The Private Securities Litigation Reform Act of 1995 (PSLRA) requiresthat the complaint state “with particularity” facts giving rise to a “strong inference” that the defendant acted with the scienter required for the cause of action. Plaintiffs have long established scienter through “motive and opportunity” pleading: facts …
Symposium Transcript, Selina K. Hewitt
Reves Revisited, Janet Kerr, Karen M. Eisenhauer
Reves Revisited, Janet Kerr, Karen M. Eisenhauer
Pepperdine Law Review
No abstract provided.
Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman
Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman
Pepperdine Law Review
No abstract provided.
The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway
The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway
Pepperdine Law Review
No abstract provided.
Are Limited Liability Company Interests Securities?, Mark A. Sargent
Are Limited Liability Company Interests Securities?, Mark A. Sargent
Pepperdine Law Review
No abstract provided.
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Pepperdine Law Review
No abstract provided.
Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge
Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge
Pepperdine Law Review
No abstract provided.
Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire
Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire
Pepperdine Law Review
No abstract provided.
Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt
Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt
Pepperdine Law Review
No abstract provided.
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Pepperdine Law Review
No abstract provided.
Foreword, Marc I. Steinberg
The New Uniform Statute Of Limitations For Federal Securities Fraud Actions: Its Evolution, Its Impact, And A Call For Reform, Anthony Michael Sabino
The New Uniform Statute Of Limitations For Federal Securities Fraud Actions: Its Evolution, Its Impact, And A Call For Reform, Anthony Michael Sabino
Pepperdine Law Review
No abstract provided.
Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers
Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers
Pepperdine Law Review
No abstract provided.
How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers
How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers
Pepperdine Law Review
No abstract provided.
Death In One Act: The Case For Company Registration, Michael Mcdonough
Death In One Act: The Case For Company Registration, Michael Mcdonough
Pepperdine Law Review
No abstract provided.
An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings
An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings
Pepperdine Law Review
No abstract provided.
Contingent Capital In Executive Compensation, Wulf A. Kaal
Contingent Capital In Executive Compensation, Wulf A. Kaal
Washington and Lee Law Review
Contingent capital has great potential to improve corporate governance in Systemically Important Financial Institutions (SIFIs). Early initiatives by European SIFIs to include contingent convertible bonds in executive compensation packages lack governance-improving designs. This Article suggests the use of contingent convertible bonds with an early conversion trigger in executive compensation. The proposal adds an important element to the literature on inside debt and the creditor-centered approach to executive compensation. Contingent convertible bonds with early triggers could be preferable to other debt instruments because, in addition to lowering income inequality and increasing sustainability, the early trigger design can improve incentives for executives …
Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady
Pepperdine Law Review
No abstract provided.
Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.
Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.
Golden Gate University Law Review
For over a decade, judicial decisions have “authorized” the CFTC to conduct expedited discovery irrespective of 26(d)(1)’s structure and text. Instead, courts typically allow discovery because either: (i) “good cause” exists, or (ii) for no articulated reason at all. Consider that the so-called Good-Cause Test merely proclaims, “[g]ood cause exists for the plaintiff [CFTC] to conduct expedited discovery . . . .” Hence, judicial decisions have developed the doctrine in ways that are attenuated from 26(d)(1). The overall result is if the Commission asks for accelerated discovery, then courts will grant such relief. This is somewhat unsurprising because the very …
Regulation Fd Will Result In Poorer Disclosure And Increased Market Volatility, Joanna E. Barnes
Regulation Fd Will Result In Poorer Disclosure And Increased Market Volatility, Joanna E. Barnes
Pepperdine Law Review
No abstract provided.
Corporate Criticism On The Internet: The Fine Line Between Anonymous Speech And Cybersmear, Scot Wilson
Corporate Criticism On The Internet: The Fine Line Between Anonymous Speech And Cybersmear, Scot Wilson
Pepperdine Law Review
No abstract provided.
Say On Pay And The Sec Disclosure Rules: Expressive Law And Ceo Compensation , Sandeep Gopalan
Say On Pay And The Sec Disclosure Rules: Expressive Law And Ceo Compensation , Sandeep Gopalan
Pepperdine Law Review
The debate over the lack of correlation between CEO compensation and performance has caused a divide amongst corporate law scholars. Proponents of intervention have predictably welcomed the legislative activity and have called for more. This article argues that the legislative and regulatory interventions by the state are in furtherance of the expressive functions of the law, and that even in the absence of sanctions such expressive laws can have an affect on behavior. It argues that while legislative and regulatory actions can express certain norms, they are ultimately unlikely to be of much help in behavior modification unless accompanied by …
Regulation Llc, Raymond P. Girnys
The Facebook Ipo's Face-Off With Dual Class Stock Structure, Anna S. Han
The Facebook Ipo's Face-Off With Dual Class Stock Structure, Anna S. Han
University of Michigan Journal of Law Reform Caveat
The Facebook initial public offering (“Facebook IPO”) is premised on a dual class stock structure, which the media criticizes as a circumvention of regulations designed to protect shareholders. I argue that Facebook’s use of dual class stock not only is likely to benefit its shareholders, but also follows in the footsteps of seasoned, influential companies like Google.
Creatively Financed Legal Education In A Marketized Environment: How Faculty Leveraged Buyouts Can Maximize Law Schools’ Stakeholder Values, David Groshoff
Creatively Financed Legal Education In A Marketized Environment: How Faculty Leveraged Buyouts Can Maximize Law Schools’ Stakeholder Values, David Groshoff
Fordham Journal of Corporate & Financial Law
“This [financial aid] money is not necessarily going to educate more students or to improve education. It’s a scholarship ultimately going into profits.”1
The New Section 1202 Tax-Free Business Sale: Congress Rewards Small Businesses That Survived The Great Recession, Beckett G. Cantley
The New Section 1202 Tax-Free Business Sale: Congress Rewards Small Businesses That Survived The Great Recession, Beckett G. Cantley
Fordham Journal of Corporate & Financial Law
On September 27, 2010, President Barack Obama signed the Creating Small Business Jobs Act of 2010 (“SBJA”) that contains a temporary amendment to Internal Revenue Code (“IRC”) § 1202. The amendment permits original shareholders of eligible corporation stock to sell the stock without being taxed on the sale. The temporary amendment initially only applied to certain stock acquired after the enactment of the SBJA and before January 1, 2011, but the amendment was extended on December 17, 2010 for another year ending January 1, 2012. With the impending sunset of the 15% capital gains rate at the end of 2012, …
Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle
Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle
Villanova Law Review
No abstract provided.
A Very Quiet Revolution: A Primer On Securities Crowdfunding And Title Iii Of The Jobs Act, Thaya Brook Knight, Huiwen Leo, Adrian A. Ohmer
A Very Quiet Revolution: A Primer On Securities Crowdfunding And Title Iii Of The Jobs Act, Thaya Brook Knight, Huiwen Leo, Adrian A. Ohmer
Michigan Business & Entrepreneurial Law Review
This essay introduces the complex regulatory regime that governs the public sale of all securities, no matter how small the offeror. It is intended as a rudimentary roadmap for the start-up or its counsel and will, hopefully, help to illuminate the traps for the unwary while providing an overview of the regulatory universe in which securities crowdfunding will operate.