Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Corporations (18)
- Securities (13)
- Securities Law (6)
- Federal Securities Regulation (5)
- Brokers (3)
-
- Business Organizations (2)
- Fiduciary Relationship (2)
- Internal Revenue Code (2)
- Regulation of Business (2)
- Stocks & Stockholders (2)
- Agency (1)
- Banking and Finance (1)
- Business judgment rule (1)
- Capital Gain (1)
- Capital Gains (1)
- Class actions (Civil procedure) (1)
- Close Corporations (1)
- Commerce Clause (1)
- Consolidation & merger of corporations (1)
- Constitutional Law (1)
- Corporate Reorganization (1)
- Debtor and Creditor (1)
- Dividend (1)
- Dividends (1)
- Estate Planning (1)
- Federal Jurisdiction (1)
- Federal Practice (1)
- Fraud (1)
- International Law (1)
- Interstate Commerce (1)
- Publication Year
- Publication
- Publication Type
Articles 1 - 26 of 26
Full-Text Articles in Securities Law
Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini
Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini
Villanova Law Review
No abstract provided.
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?, Patrick Dunbar
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?, Patrick Dunbar
Villanova Environmental Law Journal
No abstract provided.
What’S A Nice Company Like Goldman Sachs Doing In The Supreme Court? How Securities Fraud Class Actions Rip Off Ordinary Investors–And What To Do About It, Richard A. Booth
What’S A Nice Company Like Goldman Sachs Doing In The Supreme Court? How Securities Fraud Class Actions Rip Off Ordinary Investors–And What To Do About It, Richard A. Booth
Villanova Law Review
No abstract provided.
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.
Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth
Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth
Working Paper Series
In the typical securities fraud class action under Rule 10b-5, the plaintiff class consists of buyers who seek damages equal to the difference between the price paid for the stock during the fraud period and the lower price that prevails after corrective disclosure. The argument here is that this claim is really an amalgam of direct and derivative claims and that the derivative claims should result in recovery by the corporation for the benefit of all stockholders. There are three types of losses that arise in the typical stock-drop action. First, part of the loss may be attributable to lower …
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Working Paper Series
This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …
The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare
The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare
Working Paper Series
This paper addresses the SEC’s recent use of the corporate monitor as ancillary relief in its enforcement actions. The corporate monitor represents the latest example of the SEC seeking to shift its enforcement responsibilities to the public companies it regulates. Focusing on the role played by the corporate monitor imposed by the SEC in its enforcement action brought against WorldCom, this paper considers some of the dangers posed by the use of the corporate monitor, such as the whether the appointment of a corporate monitor constitutes impermissible overreaching by the SEC. The paper recognizes that the corporate monitor can be …
Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare
Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare
Working Paper Series
This paper assesses the private remedies available under Rule 10b-5 to retail investors who have been defrauded by false corporate disclosures. After comparing the treatment received by retail investors to the treatment received by institutional investors, I identify several areas in which the federal securities laws disfavor retail investors who have been defrauded by false corporate disclosures, including the creation of a two-tiered system of investor remedies for securities fraud. Institutional investors are permitted to pick and choose which law and forum offers them the most attractive chance for recovery, but retail investors typically do not have this opportunity. They …
Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth
Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth
Working Paper Series
In this essay, I argue that the preeminence of Silicon Valley as an incubator of technology companies is attributable to equity compensation. Ronald Gilson, relying on the work of AnnaLee Saxenian and others who have noted the tendency of Silicon Valley employees to job hop, has suggested that California law prohibiting the enforcement of non-compete agreements was a major factor in the rise of Silicon Valley (and the demise of Route 128). I extend this line of thought by suggesting that California employers may have relied on equity compensation as a substitute way to bind employees. I argue further that …
Preemption Under The Securities Litigation Uniform Standards Act: If It Looks Like A Securities Fraud Claim And Acts Like A Securities Fraud Claim, Is It A Securities Fraud Claim?, Jennifer O'Hare
Working Paper Series
This Article addresses the removal and preemption provisions of the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”). In SLUSA, Congress preempted class actions alleging “an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security.” SLUSA clearly applies to preempt the typical state securities fraud action, forcing plaintiffs into federal court where they will be subject to the rigorous procedural requirements of the Private Securities Litigation Reform Act of 1995. Preemption of false corporate publicity cases was expected and, in fact, intended by SLUSA. However, many courts have also extended …
And The Winner Is - Interpreting The Lead Plaintiff And The Lead Counsel Provisions Of The Private Securities Litigation Reform Act Of 1995, Ashe P. Puri
Villanova Law Review
No abstract provided.
The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne
The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne
Villanova Law Review
No abstract provided.
Going Public: Practice, Procedure, And Consequences, Carl W. Schneider, Joseph M. Manko, Robert S. Kant
Going Public: Practice, Procedure, And Consequences, Carl W. Schneider, Joseph M. Manko, Robert S. Kant
Villanova Law Review
No abstract provided.
The Pennsylvania Takeover Disclosure Law: A Statute Waiting To Be Invalidated, Ira P. Tiger
The Pennsylvania Takeover Disclosure Law: A Statute Waiting To Be Invalidated, Ira P. Tiger
Villanova Law Review
No abstract provided.
Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall
Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall
Villanova Law Review
No abstract provided.
Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter
Villanova Law Review
No abstract provided.
Complete Stock Redemption In A Family Corporation: A Warning About The Pitfalls Of Two Standards, Eric T. Johnson
Complete Stock Redemption In A Family Corporation: A Warning About The Pitfalls Of Two Standards, Eric T. Johnson
Villanova Law Review
No abstract provided.
Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson
Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson
Villanova Law Review
No abstract provided.
The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin
The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin
Villanova Law Review
No abstract provided.
Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis
Villanova Law Review
No abstract provided.
The New Annual Report To Shareholders, Robert S. Kant
The New Annual Report To Shareholders, Robert S. Kant
Villanova Law Review
No abstract provided.
The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley
The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley
Villanova Law Review
No abstract provided.
The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.
The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.
Villanova Law Review
No abstract provided.
Corporations - Proxy Regulations - Federal Courts Can Grant Complete Relief In Shareholder's Suit For Violation Of Section 14(A) Of Securities Exchange Act Of 1934, Jack J. Bernstein
Corporations - Proxy Regulations - Federal Courts Can Grant Complete Relief In Shareholder's Suit For Violation Of Section 14(A) Of Securities Exchange Act Of 1934, Jack J. Bernstein
Villanova Law Review
No abstract provided.
Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan
Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan
Villanova Law Review
No abstract provided.
Stock Transfer Restrictions: Continuing Uncertainties And A Legislative Proposal, William H. Painter
Stock Transfer Restrictions: Continuing Uncertainties And A Legislative Proposal, William H. Painter
Villanova Law Review
No abstract provided.