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Articles 1 - 7 of 7
Full-Text Articles in Securities Law
Preparing For The Crypto Winter: Complexities In Cryptocurrency Exchange Insolvencies, Roula Khairalla
Preparing For The Crypto Winter: Complexities In Cryptocurrency Exchange Insolvencies, Roula Khairalla
Canada-United States Law Journal
No abstract provided.
One Size Does Not Fit All: A Contextual Approach To Fiduciary Duties Owed To Preferred Stockholders From Venture Capital To Public Preferred To Family Business, Juliet P. Kostritsky
One Size Does Not Fit All: A Contextual Approach To Fiduciary Duties Owed To Preferred Stockholders From Venture Capital To Public Preferred To Family Business, Juliet P. Kostritsky
Faculty Publications
This Article examines whether corporations should owe fiduciary duties to its preferred stockholders as preferred stockholders across all settings of preferred stock holding. In one context, sophisticated venture capitalists purchase preferred stock after carefully negotiating the stock price, control over the corporate governance, and other key stipulations by contract. Additionally, because the initial preferred stockholder could protect its interests through staged financing or board control, the preferred stockholder might not discount the stock even if it lacked protection since the other protective devices made the lack of such protections inconsequential so the initial holders won’t pay for these added fiduciary …
Hashing It Out: Problems And Solutions Concerning Cryptocurrency Used As Article 9 Collateral, Timothy Bierer
Hashing It Out: Problems And Solutions Concerning Cryptocurrency Used As Article 9 Collateral, Timothy Bierer
Journal of Law, Technology, & the Internet
"The article analyzes the potential uses of cryptocurrency as collateral in Article 9 secured transactions. At present, there is no clear guidance as to what status, if any, cryptocurrency has as collateral under Article 9. This paper briefly defines cryptocurrency, explains how it functions in its various forms, and shows why it would behoove lenders to utilize cryptocurrency as collateral. The current regulatory efforts over cryptocurrency are discussed to provide some context, through which the proposed actions and revisions of Article 9 are viewed. Finally, this paper recommends how cryptocurrency can be used as collateral under Article 9 under the …
Venture Capital And Preferred Stock, Charles R. Korsmo
Venture Capital And Preferred Stock, Charles R. Korsmo
Faculty Publications
Preferred stock has always posed something of a puzzle. Straddling the line between debt and equity, preferred stock has long existed in a shadowland between the realms of contract law on the one hand, and corporate law on the other. Depending on the situation, preferred stockholders have sometimes been entitled to the protection of corporate law fiduciary duties, and sometimes been left to lie in the contractual bed they have made. Historically, what little scholarship exists on preferred stock has consisted largely of calls for greater fiduciary protections for preferred stockholders. Preferred stock has taken on increased importance in recent …
Why Legalized Insider Trading Would Be A Disaster, George W. Dent
Why Legalized Insider Trading Would Be A Disaster, George W. Dent
Faculty Publications
Although insider trading is illegal, a stubborn minority still defends it as an efficient means of compensating executives and spurring innovation. However, this minority assumes that legal insider trading would be constrained by the personal wealth of the insiders so that the scope of insider trading would rarely or never be so large as to cause outsiders to stop trading in affected stocks. This Note argues that there would be no such constraint because insiders could obtain outside financing to fully exploit their informational advantage. Outsiders would flee the public stock markets, which would drastically shrink or disappear. The prospect …
Mismatch: The Misuse Of Market Efficiency In Market Manipulation Class Actions, Charles R. Korsmo
Mismatch: The Misuse Of Market Efficiency In Market Manipulation Class Actions, Charles R. Korsmo
Faculty Publications
Plaintiffs commonly bring two distinct types of claims under Section 1(b) of the Securities Exchange Act of 1934: 1) claims of material misrepresentations or omissions; and 2) claims of trade-based market manipulation. Despite the distinctive features of the two types of claims, courts have tended to treat them identically when applying the “fraud on the market” doctrine. In particular, courts have required both types of plaintiffs to make identical showings that the relevant security traded in an “efficient market” in order to gain a presumption of reliance. The reasons for requiring such a showing by plaintiffs in a misrepresentation case …
Comment, Rationalizing Liability For Nondisclosure Under 10b-5: Equal Access To Information And United States V. Chiarella,, Juliet P. Kostritsky
Comment, Rationalizing Liability For Nondisclosure Under 10b-5: Equal Access To Information And United States V. Chiarella,, Juliet P. Kostritsky
Faculty Publications
Chiarella provided the Second Circuit with an opportunity to resolve an important issue on which there previously had been no square holding: whether a person who is not an insider and has no inside knowledge about the company whose securities he is trading nevertheless has a duty to disclose nonpublic material information in his possession about impending stock market events. The court viewed such a person as a "market insider"'" and found a duty to disclose. To evaluate the propriety of imposing liability in this situation, this comment will first trace the development and expansion of liability for nondisclosure under …