Securities Law Commons^™

Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn

UF Law Faculty Publications

Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask its underlying premise, i.e. that there must have been a business judgment made. This article examines the dominance of the business judgment rule over the underlying requirement of the duty of care and suggests reform measures that will bring the duty of care back to its appropriate role in determining the merits of management decision-making processes.

Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Rulemaking Under Section 14(E) Of The Exchange Act: The Sec Exceeds Its Reach In Attempting To Pull The Plug On Multiple Pro Ration Pools, David J. White

Vanderbilt Law Review

This Recent Development first considers the problems that gave rise to the adoption of revised rule 14d-8, the rationale that three members of the Commission articulated in support of the rule,' and the rationale of the two members who opposed it. The Recent Development then examines two judicial decisions, one that considers the validity of the current tender offer practices under the Williams Act and rule 14d-8'8 and another that analyzes the rule making authority of the SEC under sections 14(e) and 23(a) of the Exchange Act. Relying primarily upon congressional hearings and debates,' the Recent Development next discusses the …

Limiting The Use Of The Rico Act As A Defense To Hostile Corporate Takeovers, Mary Ann Lesniak

University of Michigan Journal of Law Reform

This Note argues that RICO could be a legitimate defense to a hostile corporate takeover pursuant to a cash tender off er if shareholders who retain stock will be harmed by the takeover. Part I of this Note examines the general background of the RICO Act. Part II applies the Act to a hostile cash tender offer and examines each element of a civil RICO action. Part III advocates the use of RICO's injury requirement to limit this application of the Act and analyzes the potential injuries to shareholders and management during a hostile cash tender offer. This limitation upon …

The Illusory Statutory Basis Of Sec Rule 2(E)

Washington and Lee Law Review

No abstract provided.

The Demand Requirement And Mutual Fund Advisory Fee Suits: An Incompatible Combination ?

Washington and Lee Law Review

No abstract provided.

Derivative Liability In Securities Law: Controlling Person Liability, Respondeat Superior, And Aiding And Abetting, Ralph C. Ferrara, Diane Sanger

Washington and Lee Law Review

No abstract provided.

Implied Private Rights Of Action Under The Investment Company Act Of 1940

Washington and Lee Law Review

No abstract provided.

Regulation Of Commodity Pool Operators Under The Commodity Exchange Act, Jeffrey S. Rosen

Washington and Lee Law Review

No abstract provided.

International Cooperation In Insider Trading Cases

Washington and Lee Law Review

No abstract provided.

Takeover Developments -Defining "Tender Offer" And "Manipulation" Under The Williams Act

Washington and Lee Law Review

No abstract provided.

Hostile Tender Offers And Injunctive Relief For 14(E) Manipulation Claims: Developments After Mobil Corp. V. Marathon Oil Co.

Washington and Lee Law Review

No abstract provided.

Continuing Confusion In The Definition Of A Security: The Sale Of Business Doctrine, Discretionary Trading Accounts, And Oil, Gas And Mineral Interests

Washington and Lee Law Review

No abstract provided.

Introducing Brokers Under The Commodity Exchange Act: A New Category Of Commodity Professionals, Don L. Horwitz, David J. Gilberg

Washington and Lee Law Review

No abstract provided.

Post-Mite: The Constitutionality Of State Takeover Acts

Washington and Lee Law Review

No abstract provided.

A Banker's Adventures In Brokerland: Looking Through Glass-Steagall At Discount Brokerage Services, Michigan Law Review

Michigan Law Review

Several banks have recently entered or announced their intention to enter the discount brokerage business, and the Federal Reserve Board is considering a rule listing discount brokerage as an acceptable bank holding company activity. The securities industry has contested this entry, asserting that the Glass-Steagall Act requires separation between investment and commercial banking. Though the Act does mandate some division between the two lines of business, this Note argues that bank discount brokerage services do not violate the Act. Part I examines the competing "accommodation" and "agency" interpretations of the relevant statutory sections, concluding that the agency interpretation, which permits …

Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis

William & Mary Law Review

No abstract provided.

Fixture Priorities, David G. Carlson

Faculty Articles

No abstract provided.

Seller Liability Under Section 12(2) Of The Securities Act Of 1933, Leonard A. Silverstein

Vanderbilt Law Review

This Note discusses which persons courts should deem to be"sellers" under section 12(2) according to their relationships to the challenged transaction. Part II examines the divergent approaches that courts have developed to identify seller status in the absence of legislative history. Part III analyzes the three major approaches and compares the scope of liability under each analysis. Last, part IV concludes that significant differences exist among these approaches and that courts uniformly should adopt a modified version of the proximate cause-substantial factor analysis

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This part examines each of the three approaches in particular situations and compares the results under …

The Sale-Of-Business Doctrine - Golden V. Garafalo, Cass C. Butler

BYU Law Review

No abstract provided.

Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson

William & Mary 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

University of Baltimore Law Forum

No abstract provided.

Private Rights Of Action Under The Commodity Exchange Act - The Supreme Court Decides, 16 J. Marshall L. Rev. 307 (1983), Donna C. Leeker, James J. Moylan

UIC Law Review

No abstract provided.

Swimming Against The Deregulatory Tide, Harry S. Gerla

Vanderbilt Law Review

Increasing pressure from institutional investors during the last two decades has led to indirect discounting practices that some commentators contend threatens the fixed price offering system. In response to this concern the SEC in 1980 approved new NASD rules designed to bar direct or indirect discounting in fixed price public offerings of securities. In this Article Professor Gerla argues that the SEC erred in approving the new NASD rules. Professor Gerla states that the new rules change drastically the Commission's policy that the fixed price system operate without direct or indirect government enforcement. Further, he contends that the SEC approved …

Fiduciary Duties Related To Pension Fund Investment In Real Estate, Peter M. Kelly

Loyola University Chicago Law Journal

No abstract provided.

Regulation Of Adviser Compensation Under The Investment Company Act: Who Is Responsible?, Elizabeth A. Sachs

Loyola University Chicago Law Journal

No abstract provided.

Professional Responsibility, Due Diligence And Rule 415: Another Dilemma, Lawrence F. Orbe Iii

Florida State University Law Review

No abstract provided.

The Demand Requirement Of Rule 23.1 In Actions Brought Under Section 36(B) Of The Investment Company Act Of 1940, Lawrence F. Flick Ii

Villanova Law Review

No abstract provided.

Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein

Publications

The passage of the Williams Act in 1968 added a set of provisions to the Securities Exchange Act of 1934 to govern tender offers. In this article, Professor Loewenstein examines the antifraud provision of the Williams Act, codified as section 14(e) of the Securities Exchange Act of 1934, and the development of decisional law under it. After discussing the propriety of inferring a private cause of action from section 14(e), Professor Loewenstein argues that the judiciary's reliance on rule 10b-5 precedents to set the bounds of the 14(e) cause of action is unwarranted. He concludes: 1) that scienter should not …

The Sec Or The Exchanges: Who Should Do What And When? A Proposal To Allocate Regulatory Responsibilities For Securities Markets, David A. Lipton

Scholarly Articles

This article will investigate what principles should guide the Commission in allocating decision making authority over regulatory matters between itself and the SROs. When should the SEC initiate the resolution of issues? When should it merely oversee the efforts of the SROs in issue resolution? Finally, can specific market regulatory problems be analyzed pursuant to these principles to determine how decision making authority should be allocated? In addition to providing a model for answering these questions, the guidelines 4 developed in this article will also have relevance to the broader question of allocating decision making responsibility between the government and …