Securities Law Commons^™

Erosion Of The Privity Requirement In Section 12(2) Of The Securities Act Of 1933: The Expanded Meaning, Patricia O'Hara

Patricia A. O'Hara

No abstract provided.

The Elusive Concept Of Control In Churning Claims Under Federal Securities And Commodities Law, Patricia A. O'Hara

Patricia A. O'Hara

No abstract provided.

Why Register Hedge Fund Advisers—A Comment, Lyman P.Q. Johnson

Lyman P. Q. Johnson

No abstract provided.

Pcaob And The Persistence Of The Removal Puzzle, Patricia L. Bellia

Patricia L. Bellia

In Free Enterprise Fund v. Public Company Accounting Oversight Board ("PCAOB"), the Supreme Court invalidated a statutory provision protecting the tenure of members of the PCAOB, a board created to oversee the auditing of public companies subject to the securities laws. The case carried the potential for a major shift in the Court's approach to separation of powers disputes. Although the Court delivered no such result, the PCAOB case provides a fascinating window on the removal puzzle. The case reflects an entanglement of multiple textually derived and nontextual separation of powers principles. One of the central principles on which the …

Does Sec Rule 10b-5 Provide An Implied Private Right Of Action For Aiding And Abetting Securities Fraud?, Matthew J. Barrett

Matthew J. Barrett

No abstract provided.

The Sec And Accounting, In Part Through The Eyes Of Pacioli, Matthew J. Barrett

Matthew J. Barrett

As part of a symposium marking the seventieth anniversary of the creation of the Securities and Exchange Commission, this article pulls together two threads, namely Luca Pacioli's prominence in accounting and the importance of the Management's Discussion and Analysis (MD&A) requirements that seek to give investors an opportunity to view a public company through the eyes of management, to evaluate the SEC's record on certain accounting issues. Because writers in legal journals have largely ignored Pacioli's efforts, the article begins by highlighting some of the friar's contributions to accounting precepts. The article next applies some of those precepts in a …

Credit Default Swaps: Dubious Instruments, Charles W. Murdock

Charles W. Murdock

No abstract provided.

What Kahneman Means For Lawyers: Some Reflections On Thinking, Fast And Slow, Charles W. Murdock, Barry Sullivan

Charles W. Murdock

No abstract provided.

What Kahneman Means For Lawyers: Some Reflections On Thinking, Fast And Slow, Charles W. Murdock, Barry Sullivan

Barry Sullivan

No abstract provided.

Recent Development On Misleading Disclosure And Non-Disclosure To The Securities Market (And Their Relationships With Insider Trading) In Singapore: Madhavan Peter V Pp And Other Appeals, Wai Yee Wan

Wai Yee WAN

In Madhavan Peter v PP and other appeals,[1] the Singapore court had to consider the scope of the offence of misleading disclosure to the securities market allegedly committed by three directors of Airocean,[2] a company listed on Singapore Exchange (“SGX”), and the scope of the offence of non-disclosure of material information to the securities market allegedly committed by two of the three directors. The case is controversial and significant for a number of reasons.

The Big Banks: Background, Deregulation, Financial Innovation, And ‘Too Big To Fail,’, Charles W. Murdock

Charles W. Murdock

The U.S. economy is still reeling from the financial crisis that exploded in the fall of 2008. This Article asserts that the big banks were major culprits in causing the crisis by funding the non-bank lenders that created the toxic mortgages, which the big banks securitized and sold to unwary investors. Ironically, banks that were then too big to fail are even larger today. The Article briefly reviews the history of banking from the Founding Fathers to the deregulatory mindset that has been present since 1980. It then traces the impact of deregulation, which led to the savings and loan …

Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock

Charles W. Murdock

No abstract provided.

Ignoring The Writing On The Wall: The Role Of Enterprise Risk Management In The Economic Crisis, Michelle M. Harner

Michelle M. Harner

No abstract provided.

The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez

Steven A. Ramirez

No abstract provided.

Squeeze-Outs, Freeze-Outs And Discounts: Why Is Illinois In The Minority In Protecting Shareholder Interests?, Charles W. Murdock

Charles W. Murdock

No abstract provided.

Liquid Assets: A Coasian Economic Analysis Of Oregon's Allocation Of Conserved Water Program, Richard A. Grisel

Richard A Grisel

Diversions for residential, agricultural, recreational, commercial, industrial, and other beneficial uses have had the effect of removing water from rivers and tributaries throughout the western U.S. Another, more recent, competing use is ecological, demonstrated by the legal recognition of instream beneficial uses in some jurisdictions. As awareness of the progressively acute need for reallocation has increased in the arid West, so has interest in water markets and other mechanisms to facilitate transfers across beneficial uses. However, governments and water users face a legacy prior appropriation system that prohibits instream beneficial uses, encourages maximal diversion, stifles water right fungibility, and generally …

Dodd-Frank’S Confict Minerals Rule: The Tin Ear Of Government-Business Regulation, Henry Lowenstein

Henry Lowenstein

This paper examines an unusual provision included in the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010), Section 1502 known as the Conflict Minerals Rule. This provision, having nothing to do with the subject matter of the act itself, attempts to place a chilling effect on the trade of four identified minerals from the Democratic Republic of Congo. The provision and its subsequent rule, surprisingly delegated to the U.S. Securities and Exchange Commission (an agency lacking subject matter expertise in minrals) presents a case and object lession of almost every cost, procedural and legal error that can take place …

The Dodd- Frank Wall Street Reform And Consumer Protection Act: What Caused The Financial Crisis And Will Dodd-Frank Succeed In Preventing Future Crises?, Charles W. Murdock

Charles W. Murdock

No abstract provided.

Redoing The Statutory Scheme By Rule-Making, Charles W. Murdock

Charles W. Murdock

No abstract provided.

In Defense Of The Gses, Steven A. Ramirez

Steven A. Ramirez

No abstract provided.

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

David K. Millon

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.

Securities Fraud And The Mirage Of Repose, Lyman P. Q. Johnson

Lyman P. Q. Johnson

After decades of confusion, in 1991 the Supreme Court articulated a uniform federal limitations period for securities fraud claims grounded on Rule 10b-5. The court further held that the new limitations period was not subject to equitable tolling.

This Article argues that the court wrongly conflated into a singular equitable tolling doctrine two historically and normatively distinct bases for tolling a limitations period. Only claims of securities fraud uncomplicated by a later cover-up of the original fraud are free from tolling principles. The limitations period for fraud which is subsequently concealed by an original wrongdoer remains, because of the still …

Re-Enchanting The Corporation, Lyman P.Q. Johnson

Lyman P. Q. Johnson

No abstract provided.

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

Lyman P. Q. Johnson

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.

For The Civil Practitioner: Review Of Fourth Circuit Opinions In Civil Cases Decided November 1, 1991 Through December 31, 1992: Xi - Securities Regulation, Lyman P.Q. Johnson

Lyman P. Q. Johnson

Not available.

State Takeover Statutes: Constitutionality, Community, And Heresy, Lyman P. Q. Johnson

Lyman P. Q. Johnson

No abstract provided.

The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson

Lyman P. Q. Johnson

No abstract provided.

Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone

Lyman P. Q. Johnson

The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them? This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …

Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon

Lyman P. Q. Johnson

No abstract provided.

Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner

Christopher M. Bruner

In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …