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Articles 1 - 16 of 16
Full-Text Articles in Securities Law
Comments: The Securities And Exchange Commission's Proposed Regulations Under The Crowdfund Act Strike A Necessary Balance Between The Burden Of Disclosure Placed On Issuers Of Securities And Meaningful Protection For Unsophisticated Investors, Stuart Evan Smith
University of Baltimore Law Review
No abstract provided.
Comments: The National Securities Markets Improvement Act (Nsmia) Savings Clause: A New Challenge To Regulatory Uniformity, Linda M. Stevens
Comments: The National Securities Markets Improvement Act (Nsmia) Savings Clause: A New Challenge To Regulatory Uniformity, Linda M. Stevens
University of Baltimore Law Review
No abstract provided.
Enron, Watergate And The Regulation Of The Legal Profession, Arnold Rochvarg
Enron, Watergate And The Regulation Of The Legal Profession, Arnold Rochvarg
All Faculty Scholarship
The most famous scandal of the twentieth century was the Watergate scandal, which most notably led to the resignation of Richard Nixon as President of the United States. The significance of Watergate, however, extends further than the resignation of Nixon. Because Watergate involved so many lawyers, it had a great impact on the regulation of the legal profession. Although the twenty-first century has just started, the strongest contender for this century's most famous scandal is the Enron scandal. Although the Enron scandal is identified mostly with misconduct by accountants and corporate officials, it too involved lawyers and has impacted on …
Notes: Securities Law — Uncollateralized Promissory Notes Are Considered "Securities" To Be Regulated Under Federal Securities Laws. Reves V. Ernst & Young, 494 U.S. 56 (1990), Sheryl N. Stephenson
Notes: Securities Law — Uncollateralized Promissory Notes Are Considered "Securities" To Be Regulated Under Federal Securities Laws. Reves V. Ernst & Young, 494 U.S. 56 (1990), Sheryl N. Stephenson
University of Baltimore Law Review
No abstract provided.
Sec Review: Comfort Or Illusion?, Abba David Poliakoff
Sec Review: Comfort Or Illusion?, Abba David Poliakoff
University of Baltimore Law Review
Registration statements and proxy materials filed pursuant to federal securities laws undergo various types of scrutiny by the Securities and Exchange Commission (the "SEC" or the "Commission") to determine compliance with applicable regulations and forms and the adequacy of disclosures required to be made in such documents. The more selective review procedures presently employed by the SEC and the proliferation of litigation related to allegedly inadequate disclosures raise the issue of whether a clearance of that document by the SEC should be accorded any evidentiary value. The author first outlines the review procedures applicable to registration statements and proxy materials. …
Casenotes: Corporations — Securities Law — Definition Of Security — Federal Securities Laws Applicable To Sale Of A Business Effectuated By A Stock Sale Of All The Business's Stock. Landreth Timber Co. V. Landreth, 105 S. Ct. 2297 (1985), Jeff Cook
University of Baltimore Law Review
No abstract provided.
Massachusetts Securities Regulation: In Search Of The Fulcrum, Stephen M. Honig
Massachusetts Securities Regulation: In Search Of The Fulcrum, Stephen M. Honig
University of Baltimore Law Review
The Massachusetts Securities Division and representatives of the Massachusetts Securities Bar are currently reevaluating Massachusetts blue sky regulation. In this article, the author reviews the existing practices, and concludes that the Division has waivered between adopting a merit review or disclosure approach to regulation of registered and exempt offerings. The author concludes that vigorous merit review is unjustified under the Massachusetts statute, and advocates fundamental reform of existing practices to ensure certainty in regulation and national uniformity.
Casenotes: Blue Sky Law — New York Blue Sky Law Antifraud Provision Used To Impose Criminal Liability On Attorney Who Engaged In Insider Trading. People V. Florentino, 116 Misc. 2d 692, 456 N.Y.S.2d 638 (N.Y. Crim. Ct. 1982), Ralph V. Partlow Iii
University of Baltimore Law Review
No abstract provided.
Casenotes: Securities Fraud — Rule 10b-5 — Tippee Liability Requires Breach Of Fiduciary Duty By Tipper, And Tippee's Knowledge Of The Breach. Dirks V. Sec, 103 S. Ct. 3255 (1983), Nancy I. Knapp
University of Baltimore Law Review
No abstract provided.
Who Speaks For The Investor? An Evaluation Of The Assault On Merit Regulation, Hugh H. Makens
Who Speaks For The Investor? An Evaluation Of The Assault On Merit Regulation, Hugh H. Makens
University of Baltimore Law Review
Merit regulation is under attack from critics who allege that it unnecessarily delays or inhibits capital formation. The author draws on his experience as both a state and federal securities regulator and as a private securities practitioner to examine the scope of merit regulation, analyze the criticisms, explain why the quantitative studies of the regulatory system have failed to prove its value, and recommend changes that would lead to a more effective administration of merit standards.
Comments: Maryland Statutory And Common Law Remedies For Misrepresentation In Securities Transactions, Robert L. Humphreys Jr.
Comments: Maryland Statutory And Common Law Remedies For Misrepresentation In Securities Transactions, Robert L. Humphreys Jr.
University of Baltimore Law Review
Victims of misrepresentation in securities transactions generally bring their claims into federal court under Rule 10b-5. Because some courts have constricted the scope of this federal remedy, other means of relief for misrepresentation have assumed greater importance. This comment explores Maryland's statutory and common law remedies and discusses certain advantages available through these avenues of relief.
Municipal Securities And State Securities Laws: A New Look, Michael Newman
Municipal Securities And State Securities Laws: A New Look, Michael Newman
University of Baltimore Law Review
The Uniform Securities Act exempts from registration the offerings of municipal or tax exempt securities. Although a number of jurisdictions have adopted the Uniform Act, they have not uniformly applied this exemption. The author examines various state registration schemes with reference to the specific types of municipal securities: general obligation bonds, revenue bonds, and industrial development bonds. He proposes statutory changes that accomplish the purposes for the exemption, yet simply the offerings of municipal securities.
Comments: Requiring Criminal Defendants To Prove Blue Sky Exemptions: A Question Of Due Process, Anthony J. Dipaula
Comments: Requiring Criminal Defendants To Prove Blue Sky Exemptions: A Question Of Due Process, Anthony J. Dipaula
University of Baltimore Law Review
The Uniform Securities Act, which has been adopted in nearly every state, places the burden of proving an exemption from its blue sky registration provisions on the person claiming the exemption. Although some courts have interpreted this to mean the defendant has only the burden of raising the issue of exemption, most courts have placed the entire burden of persuasion on the defendant. This comment examines both rules to determine whether they are constitutional in light of the Supreme Court decisions on shifting burdens.
State Limited And Private Offering Exemptions: The Maryland Experience In A National Perspective, Mark A. Sargent
State Limited And Private Offering Exemptions: The Maryland Experience In A National Perspective, Mark A. Sargent
University of Baltimore Law Review
A limited or private offering of securities exempted from federal registration still may have to be registered in one or more states, because the state exemptions for these transactions are often different from the available federal exemptions. These differences, however, do not reflect a principled allocation of regulatory responsibilities between the Securities and Exchange Commission and the state securities administrators, but rather derive from historical, philosophical, and structural differences between the federal and state securities laws. Recent reforms of the federal exemptive system have produced new concern about the impact of these differences on the capital formation process, and have …
Bibliography: State Securities Regulation, Gary David Raffel
Bibliography: State Securities Regulation, Gary David Raffel
University of Baltimore Law Review
No abstract provided.
For The Practitioner: Bluer Skies In Maryland: An Introduction To The New Maryland Exemptions For Limited And Private Offerings Of Securities, Mark A. Sargent, K. Houston Matney
For The Practitioner: Bluer Skies In Maryland: An Introduction To The New Maryland Exemptions For Limited And Private Offerings Of Securities, Mark A. Sargent, K. Houston Matney
University of Baltimore Law Forum
No abstract provided.