Securities Law Commons^™

The Unimportance Of Being Efficient: An Economic Analysis Of Stock Market Pricing And Securities Regulation, Lynn A. Stout

Michigan Law Review

Part I of this article describes how perceptions that market efficiency is an important regulatory objective have influenced the development of securities law. For illustration, Part I examines the role of market efficiency goals in recent debates on the scope of insider trading liability, on trading in stock index futures, and on mandatory disclosure of merger negotiations. Part II then evaluates the notion that more efficient stock markets necessarily produce more optimal resource allocation. A closer look at the economic consequences of stock prices suggests that the principal function of stock prices is not resource allocation but rather the redistribution …

Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Beyond Managerialism: Investor Capitalism?, Alfred F. Conard

University of Michigan Journal of Law Reform

Capitalism, in most large public corporations, has been subtly transformed from a system of dominance by the suppliers of capital to a system of dominance by the managers, dubbed "managerialism." In many respects, managerialism is beneficial to investors and other enterprise constituencies, since managers' rewards typically grow with the profitability of the enterprise. But managerialism permits drastic wastes of resources when managers hang on to their jobs after they have become inefficient or spend lavishly to defend themselves against takeover bids. Derivative suits, shareholder proposals, independent directors, and other prescriptions have failed to stifle managerial abuses. This is the message …

Auditor Changes And Opinion Shopping- A Proposed Solution, Dale R. Rietberg

University of Michigan Journal of Law Reform

This Note argues that the existing regulatory mechanism has failed to address adequately the problem of opinion shopping, and that better means of ensuring the reliability of financial statements are needed. Part I describes the nature and extent of the opinion-shopping problem, including a discussion of its larger, macroeconomic impact. Part II argues that the underlying causes of the problem are systemic and that present safeguards against opinion shopping are inadequate. Finally, Part III examines some alternative solutions and proposes a system of Accounting Issue Inquiry Centers under the direction and auspices of the SEC. These Centers would be designed …

Securities—Section 12(1) Seller Liability Limited To Persons Who Pass Title Or Solicit Securities Sales For Financial Gain. Pinter V. Dahl, 108 S. Ct. 2063 (1988)., Stan D. Smith

University of Arkansas at Little Rock Law Review

No abstract provided.

A Broker-Dealer's Civil Liability To Investor's For Fraud: An Implied Private Right Of Action Under Section 15(C)(1) Of The Securities Exchange Act Of 1934, Charity Scott

Indiana Law Journal

No abstract provided.

On "Protecting The Ordinary Investor", Ralph K. Winter

Washington Law Review

In this lecture I propose to differentiate, in a somewhat arbitrary yet analytically helpful way, between four types of investors, and then to consider various issues of corporate and securities law in light of the interests and functions of the different investors. I will style the investors the "Ordinary Investor," the "Speculator," the "Institutional Investor," and the "Entrepreneur in the Market for Management Control." These distinctions are arbitrary because overlap exists between the categories. Moreover, these definitions are not based on how particular investors behave, but on the market functions different kinds of investors perform. Thus, some who consider themselves …

On "Protecting The Ordinary Investor", Ralph K. Winter

Washington Law Review

In this lecture I propose to differentiate, in a somewhat arbitrary yet analytically helpful way, between four types of investors, and then to consider various issues of corporate and securities law in light of the interests and functions of the different investors. I will style the investors the "Ordinary Investor," the "Speculator," the "Institutional Investor," and the "Entrepreneur in the Market for Management Control." These distinctions are arbitrary because overlap exists between the categories. Moreover, these definitions are not based on how particular investors behave, but on the market functions different kinds of investors perform. Thus, some who consider themselves …

Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel

Washington and Lee Law Review

No abstract provided.

Transnational Takeover Talk: Regulations Relating To Tender Offers And Insider Trading In The United States, The United Kingdom, Germany, And Australia, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Expanding Seller Liability Under The Securities Act Of Washington—Habermann V. Wppss, 109 Wash. 2d 107, 744 P.2d 1032 (1987), Barbara L. Schmidt

Washington Law Review

The Washington Public Power Supply System's ("WPPSS") abandonment of two nuclear power projects led to the largest municipal bond default in American history. This default generated an unprecedented volume of securities litigation. Among the many court decisions handed down in the wake of the WPPSS fiasco was the Washington Supreme Court's decision in Haberman v. WPPSS. The Haberman court significantly expanded the civil liability provisions of the Securities Act of Washington ("WSA"). In Haberman, the court expressly included as a "seller" the bond issuer and implicitly suggested that professional consultants who provide services in conjunction with a bond issuance may …

What Did Congress Really Want? An Implied Private Right Of Action Under Section 17(A) Of The 1933 Securities Act, Mark A. Ryan

Indiana Law Journal

No abstract provided.

Expanding Seller Liability Under The Securities Act Of Washington—Habermann V. Wppss, 109 Wash. 2d 107, 744 P.2d 1032 (1987), Barbara L. Schmidt

Washington Law Review

The Washington Public Power Supply System's ("WPPSS") abandonment of two nuclear power projects led to the largest municipal bond default in American history. This default generated an unprecedented volume of securities litigation. Among the many court decisions handed down in the wake of the WPPSS fiasco was the Washington Supreme Court's decision in Haberman v. WPPSS. The Haberman court significantly expanded the civil liability provisions of the Securities Act of Washington ("WSA"). In Haberman, the court expressly included as a "seller" the bond issuer and implicitly suggested that professional consultants who provide services in conjunction with a bond issuance may …

The Preexisting Relationship Doctrine Under Regulation D: A Rule Without Reason?, David B.H. Martin, Jr., L. Keith Parsons

Washington and Lee Law Review

No abstract provided.

The Sec's Proposal To Regulate Market Sweeps

Washington and Lee Law Review

No abstract provided.

The Assignment Of Private Causes Of Action Under The Federal Securities Laws: Express Versus Automatic Assignment

Washington and Lee Law Review

No abstract provided.

Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr.

Washington and Lee Law Review

No abstract provided.

Program Trading-A Critical Analysis, Janet E. Kerr, John C. Maguire

Washington and Lee Law Review

No abstract provided.

State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon

Washington and Lee Law Review

No abstract provided.

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

Washington and Lee Law Review

No abstract provided.

Destroying The Barriers Between Commercial And Investment Banking: Should Congress Repeal The Glass-Steagall Act?

Washington and Lee Law Review

No abstract provided.

"May We Have The Last Dance?" States Take Aim At Corporate Raiders And Crash The Predator's Ball

Washington and Lee Law Review

No abstract provided.

Sec Release 1092 On The Investment Advisers Act Of 1940: Applicability Of The Investment Advisers Act To Financial Planners And Other Persons Who Provide Financial Services

Washington and Lee Law Review

No abstract provided.

Shearson/American Express V. Mcmahon: The Diminishing Role Of Courts In Securities Disputes, Craig L. Griffin

BYU Law Review

No abstract provided.

Apportioning Contribution In Section 10(B) And Rule 10b-5 Multi-Defendant Suits: A Critique Of Relative Culpability Shares In The Wake Of Smith V. Mulvaney, Adam S. Affleck

BYU Law Review

No abstract provided.

Securities Law—Partnerships—Adoption Of An Expansive Test For Defining A Security. Casali V. Schultz, 292 Ark. 602, 732 S.W.2d 836 (1987)., Charles P. Turley

University of Arkansas at Little Rock Law Review

No abstract provided.

The Exchange-Trading Requirement Of The Commodity Exchange Act, William L. Stein

Vanderbilt Law Review

The Commodity Exchange Act (CEA) makes it illegal to trade a contract for the purchase or sale of a commodity for future delivery-a"futures contract"-unless the contract is executed on a federally designated exchange. Despite its long history of trouble-free administration and operation, this central premise of futures regulation recently has been attacked as unworkable and undesirable. Some argue that the requirement discourages commercially useful off-exchange transactions. They claim that even if such transactions fall within the letter of the requirement, off-exchange transactions do not implicate the trading restriction's policy concerns. In contrast, others suggest that off-exchange

transactions threaten the safety …

Duty To The Target: Is An Attorney's Duty To The Corporation A Paradigm For Directors, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Vii. Corporate & Securities Law

Washington and Lee Law Review

No abstract provided.

7th Annual Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, H. Alexander Campbell, Rutheford B. Campbell Jr., Ivan M. Diamond, Fredrich H. Thomforde, Frederic H. Davis, Cynthia W. Young, C. Craig Bradley Jr, David W. Harper, Gary L. Stage, Garrison R. Cox

Continuing Legal Education Materials

Materials from the UK/CLE 7th Annual Seminar on Securities Law held February 12-13, 1988.