Securities Law Commons^™

Shareholder Passivity Reexamined, Bernard S. Black

Michigan Law Review

This article argues that shareholder monitoring is possible: It's an idea that hasn't been tried, rather than an idea that has failed. I defer to a second article currently in draft the question of whether more monitoring by institutional shareholders is desirable. Will direct shareholder oversight, or indirect oversight through shareholder-nominated directors, improve corporate performance, prove counterproductive, or, perhaps, not matter much one way or the other? What are the benefits and risks in giving money managers - themselves imperfectly monitored agents - more power over corporate managers? If more shareholder voice is desirable, how much more and …

The Eec Merger Regulation And Its Impact On Non-Eec Businesses, Alec Burnside, Carl Meyntjens False

BYU Law Review

No abstract provided.

Company Law In The European Single Market, Richard D. English

BYU Law Review

No abstract provided.

Arbitration Of A Securities Dispute—An Overview For The Practitioner, Richard C. Downing, Patrick R. James

University of Arkansas at Little Rock Law Review

No abstract provided.

Shareholder Access To The Proxy Revisited, Jayne W. Barnard

Faculty Publications

No abstract provided.

Arbitration Of Securities Disputes: Rodriguez And New Arbitration Rules Leave Investors Holding A Mixed Bag, William C. Hermann

Indiana Law Journal

No abstract provided.

The Insider Trading And Securities Fraud Enforcement Act: Has Congress Supplied A Limitations Period Appropriate For Use In Private 10b-5 Actions?, David J. Guin, David R. Donaldson

Washington and Lee Law Review

No abstract provided.

Safeguarding Investment Grade Bonds In The Event Of A Leveraged Buyout: Legislation Or Contract?

Washington and Lee Law Review

No abstract provided.

The Sec As A Bureaucracy: Public Choice, Institutional Rhetoric, And The Process Of Policy Formulation, Donald C. Langevoort

Washington and Lee Law Review

No abstract provided.

Transnational Securities Fraud Jurisdiction Under Section 10(B): The Case For A Flexible And Expansive Approach

Washington and Lee Law Review

No abstract provided.

Securities Arbitration After Mcmahon, Rodriguez, And The New Rules: Can Investors' Rights Really Be Protected?, Perry E. Wallace, Jr.

Vanderbilt Law Review

Securities arbitration' is now ascendant as a favored device for resolving disputes between broker-dealers and their customers, and much of this recent status derives from a series of United States Supreme Court decisions.' Culminating in Shearson/American Express,Inc. v. McMahon and Rodriguez de Quijas v. Shearson/American Ex-press, Inc., these decisions have ended the reign of certain restrictive judicial decisions that previously governed the availability of arbitration under the Federal Arbitration Act (FAA or Arbitration Act) Accordingly, such developments presage a greatly expanded use of arbitration as a future means of resolving disputes between broker-dealers and customers." Indeed, since the Supreme Court …

Protecting Nonshareholder Interests In The Market For Corporate Control: A Role For State Takeover Statutes, Frank J. Garcia

University of Michigan Journal of Law Reform

Part I of this Note describes a phenomenon of modern corporate activity first identified over fifty years ago as the "separation of ownership and control." This separation gives rise to the need for a governing corporate norm; recognizing the normative aspect of this phenomenon has direct implications for the takeover debate.

Part II analyzes the problem of a target board's fiduciary duty as the modern version of the fundamental normative issue of corporate law. It argues that the norm of shareholder wealth maximization, assumed as the starting point by those most in favor of an active and minimally regulated control …

Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.

Vanderbilt Law Review

In H.J. Inc. v. Northwestern Bell Telephone Co. the United States Supreme Court issued its latest opinion interpreting the reach of the Racketeer Influenced and Corrupt Organizations Act (RICO).' The H.J. Inc. decision comes at a time when the RICO statute is at the center of controversy. Those opposed to private treble damages suits particularly attack the statute. The defense bar attacks the use of the statute in white-collar prosecutions, especially in those cases involving securities fraud. If the defense bar has its way in Congress, RICO could not be invoked in cases involving fraud alone. The criminal defense bar …

Viii. Securities

Washington and Lee Law Review

No abstract provided.

Pinter V. Dahl: The Supreme Court's Attempt To Redefine The "Statutory Sellor" Under Section 12 Of The Securities Act Of 1933, Allen Kent Davis

Brigham Young University Journal of Public Law

No abstract provided.

Sec Regulation Of Multijurisdictional Offerings, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Between Chiarella And Congress: A Guide To The Private Cause Of Action For Insider Trading Under The Federal Securities Laws, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Cláusulas De Indexación En Letras De Cambio Y Pagarés: Su Invalidez, Martin Paolantonio, Salvador Bergel

Martin Paolantonio

Análisis y conclusiones sobre la viabilidad de inclusión de cláusulas de ajuste o indexación en letras de cambio y pagarés, a la luz del decreto-ley 5965/63

El Aval En El Cheque Después De La Ley 23.549, Martin Paolantonio, Eduardo Moccero

Martin Paolantonio

Análisis de la viabilidad del aval en el cheque, previo a la admisibilidad expresa de esta garantía por la ley 24.452, anotando un fallo de la Cámara Nacional en lo Comercial favorable a esa alternativa.

La Responsabilidad Emergente Del Desvío Del Interés Social De Una Sociedad A Otra U Otras Del Grupo, Martin Paolantonio, Salvador Bergel

Martin Paolantonio

Se ensaya una tipología de supuestos y consecuencias ante el desvío del interés social por una sociedad parte de un grupo económico

Las Costas En La Quiebra Sin Acreedores, Martin Paolantonio, Eduardo Moccero

Martin Paolantonio

Nota a fallo sobre la imposición de costas en la quiebra que finaliza por ausencia de acreedores

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

Scholarly Articles

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.

The Capital Markets In Transition: A Response To New Sec Rule 144a, Kellye Y. Testy

Indiana Law Journal

No abstract provided.

Using Risk Analysis To Classify Junk Bonds As Equity For Federal Income Tax Purposes, David V. Ceryak

Indiana Law Journal

No abstract provided.

Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas

Vanderbilt Journal of Transnational Law

This Note addresses the globalization of the world financial securities markets and the potential for fraud in these expanded markets. The author considers actual cases of insider trading that have crossed national borders and the enforcement problems such cases raise. The author analyzes the first significant response by the United States Congress to these problems and concludes that the response is inadequate. Congress recognizes the incredible pace of evolution of the world financial markets, but is slow to address this process. The SEC offered serious proposals to Congress--proposals that apparently have bipartisan support--and Congress failed to act on these proposals …

The Pattern Of Racketeering Element Of Rico Liability, Committee On Federal Courts Of The New York State Bar Association

Touro Law Review

No abstract provided.

Validity Challenges To Sec Rule 14e-3, 23 J. Marshall L. Rev. 305 (1990), Michael T. Raymond

UIC Law Review

No abstract provided.

The Genius Of Section 16: Regulating The Management Of Publicly Held Companies, Steve Thel

Faculty Scholarship

No abstract provided.

Defining The Scope Of Broker And Dealer Duties -- Some Problems In Adjudicating The Responsibilities Of Securities And Commodities Professionals, Gregory A. Hicks

Articles

The purpose of this Article is to stress the need for grounding broker-dealer duties in sound, articulated understandings of the investment markets, as well as defensible statements of the responsibilities and expectations of both customers and market professionals. This important need will be demonstrated through the use of several cases illustrating problematical or failed processes by which broker-dealer duties have been established.

This Article will focus primarily on two recent decisions, In re E.F. Hutton & Co., and Wasnick v. Refco, Inc., both of which have been criticized for inappropriately expanding broker and dealer duties. Each decision is …