Securities Law Commons^™

Looking A Gift Of Stock In The Mouth: Donative Transfers And Rule 10b-5, Carol J. Sulcoski

Michigan Law Review

This Note explores whether a gift of stock can constitute a "sale" for the purposes of section lO(b) of the 1934 Act and rule lOb-5 promulgated thereunder. Part I reviews the relevant 1934 Act provisions, and concludes that although the statute's language and legislative history do not mention gifts of stock as such, they support the inclusion of gifts within the statute's scope. Part II examines a limited line of cases holding that a bona fide charitable gift is not a sale under section 16(b) of the 1934 Act. This Part concludes that section 16(b) cases are not dispositive of …

Corporate Scienter Under The Securities Exchange Act Of 1934, Craig L. Griffin

BYU Law Review

No abstract provided.

Independent Motion Picture Financing: Unregistered Limited Partnership Offerings, James L. Thompson

BYU Law Review

No abstract provided.

Statutes Of Limitation For Section 10(B) And Rule Lob-5: A New Proposal For Uniformity

Washington and Lee Law Review

No abstract provided.

The Changing Structure Of The Financial Services Industry And The Implications For International Securities Regulation, Aulana Peters

Washington and Lee Law Review

No abstract provided.

A Peek Under The Shell: Investment Bank's Equity Position In Tender Offeror Should Trigger Disclosure Requirements Of The Williams Act

Washington and Lee Law Review

No abstract provided.

State Takeover Laws, Insider Trading, And The Interplay Between The Two: A New Perspective, Christopher J. Bebel, Kenneth C. Vert

West Virginia Law Review

No abstract provided.

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

Washington and Lee Law Review

No abstract provided.

An Up-To-Date Review Of Judicial, Legislative, And Regulatory Developments In Arbitration With Financial Institutions, Mahlon M. Frankhauser, Linda M. Gardner

Washington and Lee Law Review

No abstract provided.

The Reduction In Seller Liability Under The Securities Act Of 1933: Good News For Securities Professionals

Washington and Lee Law Review

No abstract provided.

International Cooperation In Securities Enforcement

Washington and Lee Law Review

No abstract provided.

Introduction: Third Abraham L. Pomerantz Lecture: The First Amendment And Government Regulation Of Economic Markets, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Stock In A Closely Held Corporation:Is It A Security For Uniform Commercial Code Purposes?, Tracy A. Powell

Vanderbilt Law Review

The term security has many applications. No application, however,is more important than when an interest owned or traded is determined to be within the legal definition of security. Security is defined by statutes and applied by many courts for the purposes of federal securities laws and for state blue sky laws. When interpreting the term security for federal securities laws, courts have emphasized the underlying congressional purpose of protecting investors. State courts also have interpreted the term liberally in an effort to protect the public under blue sky laws.'

The definition of security in the Uniform Commercial Code(U.C.C.), however, has …

The Effect Of In Re Data Access Systems Securities Litigation On The Statute Of Limitations Period For Section 10(B) Or Rule 10b-5 Actions Brought In Utah, Dan H. Matthews

BYU Law Review

No abstract provided.

Iii. Corporate & Securities Law

Washington and Lee Law Review

No abstract provided.

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

All Faculty Scholarship

No abstract provided.

Antitrust And The Market For Corporate Control, Edward B. Rock

All Faculty Scholarship

No abstract provided.

Mandatory Securities Industry Arbitration: The Problems And The Solution, David A. Lipton

Scholarly Articles

Many of the perceived problems with the securities arbitration system do not reflect deficiencies in the operation of the current system, but rather are a result of the very qualities that make arbitration attractive. For example, participants in arbitration have a limited right of appeal from arbitration awards precisely because they contractually agreed to forego judicial litigation and instead have their disputes considered in a more expeditious and less expensive forum. It is reasonable to believe that if arbitration awards were appealable for the full range of reasons for which judicial decisions may be appealed, the efficiency of the arbitration …

The Securities Law Enforcement Remedies Act Of 1989: Disenfranchising Shareholders In Order To Protect Them, Jayne W. Barnard

Faculty Publications

No abstract provided.

The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard

Faculty Publications

No abstract provided.

Toward An Auction Market For Corporate Control And The Demise Of The Business Judgment Rule, Mark J. Loewenstein

Publications

No abstract provided.

New Protections In Arbitrating Public Securities Disputes In The Wake Of Mcmahon: Foregone Conclusion Or Will-O'-The-Wisp, C.M.A. Mccauliff, Robert C. Tyms

Villanova Law Review

No abstract provided.

Securities Regulation - Financial Advisor As A Bidder In Actions Arising Under The Williams Act, Edward J. Yocum Jr.

Villanova Law Review

No abstract provided.

Arizona Corporation Commission V. Media Products, Inc.: Clarification Of Competing Federal And State Securities Regulation, Marianne M. Jennings

Cleveland State Law Review

While most regulators at both the state and federal levels espouse an attitude and philosophy of cooperation, the fact is that, because of conflicts in authority and unresolved constitutional issues, most nationwide offerings are becoming more difficult to execute and are burdened by so many bureaucratic loopholes that the role of the United States as a capital market in the international sense may be greatly impaired. The purpose of this Article is to explain the coexistence of federal and state securities regulation, define the resolved constitutional issues, and discuss those that remain unresolved. Finally, the Article proposes a peaceful coexistence …

Securities Law - Statutes Of Limitations - Limitations Period For Express Causes Of Action Under Securities Exchange Act Of 1934 Applied To Implied Cause Of Action Under Section 10(B) And Rule 10b-5, Carla J. Metzman

Villanova Law Review

No abstract provided.

The Level Playing Field, Constantine N. Katsoris

Fordham Urban Law Journal

The years 1987-1989 (hereinafter the "Dickens years" or "Dickens period") have been extremely volatile for the securities industry. Regardless of the causes, this volatility has become a fact of life resulting in enormous profits for some and enormous losses for others. One outgrowth of these losses is the explosion of litigation between the individual investors and the securities industry. Not only has the amount of litigation mushroomed, but the disputes have become significantly more complex. During the Dickens years, the forum for the resolution of these disputes has shifted from the courtroom to arbitration. This dramatic switch is largely the …

Some Comments On Professor Neuborne's Paper, Henry Paul Monaghan

Faculty Scholarship

It is a pleasure to have the opportunity to comment upon Professor Neuborne's paper; it is a provoking effort to make sense out of important aspects of the first amendment. At the outset, I should say that there is much in the paper with which I agree. But for the purposes of this essay I will focus on points of disagreement.

Professor Neuborne's specific focus is an analysis of the Security and Exchange Commission's (SEC) regulation of speech. The final twenty-one pages of his paper are directly concerned with analysis and criticism of the existing case law on the subject. …

Basic Inc. V. Levinson: The Supreme Court's Analysis Of Fraud On The Market And Its Impact On The Reliance Requirement Of Sec Rule 10b-5, R. Douglas Martin

Kentucky Law Journal

No abstract provided.

Delaware's Intermediate Standard For Defensive Tactics: Is There Substance To Proportionality Review?, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

The courts have long struggled with a standard for reviewing management's efforts to deter or defeat hostile takeovers. The usual standards of review in corporate law, the business judgment rule and the intrinsic fairness test, do not seem adequate when courts must evaluate defensive measures that implicate both management's business acumen and its loyalty to shareholder interests. Because evaluating a sale of the company is a complex business decision, management's response to a takeover bid resembles the normal business decisions that the business judgment rule largely insulates from judicial review.At the same time, however, a hostile takeover creates a potential …

A New Era Of Financial Futures Trading In Germany: Sweeping Changes In The Legal And Business Environment, Friedrich E.F. Hey

Northwestern Journal of International Law & Business

Trading in futures has increased dramatically in recent years. This is especially true for financial futures. The two main reasons for this phenomenon are: (1) there is a greater need for hedging against price fluctuations; and (2) financial futures trading provides speculators with the opportunity to transform favorable price developments into quick and large profits. This Article examines the recently enacted legislation governing futures trading in the Federal Republic of Germany, distinguishes the new law from the old, and analyzes the impact the new legislation will have on the functioning of the new German futures exchange.