Securities Law Commons^™

Online Arbitration As A Remedy For Crowdfunding Fraud, C. Steven Bradford

Florida State University Law Review

It is now legal to sell securities to the general public in unregistered, crowdfunded offerings. But offerings pursuant to the new federal crowdfunding exemption pose a serious risk of fraud. The buyers will be mostly small, unsophisticated investors, the issuers will be mostly small startups about whom little is known, and crowdfunded offerings lack some of the protections available in registered offerings. Some of the requirements of the exemption may reduce the incidence of fraud, but there will undoubtedly be fraudulent offerings. An effective antifraud remedy is needed to compensate investors and help deter wrongdoers. But because of the small …

Typology Of Public-Private Equity, Sung Eun (Summer) Kim

Florida State University Law Review

Private equity, which pools funds for investment in private businesses, is one of the largest and fastest growing investment opportunities in the markets today. Private equity traditionally sought investments exclusively from sophisticated investors such as high net worth individuals and institutional investors. More recently, however, a growing number of private equity businesses have gone public and opened their doors to public investors, who are drawn to these investments because of the possibility of high returns and the opportunity to diversify their investment portfolios. In this Article, I review the universe of public-private equity (or PPE) businesses that are traded on …

Intermediate Scrutiny For Corporate Political Contributions, Joseph K. Leahy

Florida State University Law Review

A corporation contributes to a Super PAC that supports a candidate for public office. A shareholder sues, alleging that management breached its duty of loyalty by making the contribution to promote its own political views rather than to serve the corporation’s best interests—i.e., by acting in bad faith. What standard will a Delaware court apply when reviewing management’s decision to cause the corporation to make the contribution?

Myriad scholars have opined that the court will apply the standard of review for ordinary business decisions: the management-friendly business judgment rule. Unfortunately for our shareholder plaintiff, this rule presumes that management acts …

The Case For A Uniform Definition Of A Leveraged Loan, Zachary L. Pechter

Florida State University Law Review

Over the past twenty years, leveraged loans and high yield bonds have converged into similar instruments, sparking a debate as to whether leveraged loans should be regulated as securities like high yield bonds. This Note recognizes problems with the current regulatory framework for leveraged loans and shows that leveraged loans are not securities and should not be regulated as such. Instead of regulating leveraged loans as securities, which would likely be more costly than beneficial and contrary to the SEC’s mission statement, the SEC should promulgate a uniform definition of a leveraged loan. This solution would alleviate problems such as …

Strengthening Investor Confidence In Europe: U.S.-Style Securities Class Actions And The Acquis Communautaire, Stefano M. Grace

Florida State University Journal of Transnational Law & Policy

No abstract provided.

Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo

Florida State University Law Review

No abstract provided.

Wall Street? Where We're Going We Don't Need Wall Street: Do Securities Regulators Stand A Chance In Cyberspace?, Neil D. Schwartz

Florida State University Journal of Transnational Law & Policy

No abstract provided.

Secured Transactions Filings Under The Florida Uniform Commercial Code: A Call For Procedural Notice, Floyd R. Self

Florida State University Law Review

No abstract provided.

Florida's Response To The Need For Uniformity In Federal And State Securities Registration Exemption Requirements, Rex A. Hurley, Carla Green

Florida State University Law Review

No abstract provided.

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

Florida State University Law Review

No abstract provided.

Loan Participations: Are They "Securities"?, Dennis Scholl, Ronald L. Weaver

Florida State University Law Review

No abstract provided.

Acquisition Of Businesses Through Purchase Of Corporate Stock: An Argument For Exclusion From Federal Securities Regulation, Christine L. Mcaneny

Florida State University Law Review

No abstract provided.

Le Chateau Royal Corp. V. Pantaleo, 370 So. 2d 1155 (Fla. 4th Dist. Ct. App. 1979), William Dekle Dey

Florida State University Law Review

Securities Regulation-INVESTMENT CONTRACT-COMMON ENTERPRISE-MORE THAN A SINGLE INVESTOR IS REQUIRED FOR A CONTRACT TO BE AN INVESTMENT CONTRACT CONSTITUTING A SECURITY

Rolf V. Blyth, Eastman Dillon & Co., 570 F. 2d 38 (2d Cir. 1978), Michael S. Hawley

Florida State University Law Review

Securities Regulation-THE EXTENSION OF POTENTIAL AIDING AND ABETTING LIABILITY TO BROKER-DEALERS UNDER RULE 10B-5 OF THE SECURITIES AND EXCHANGE COMMISSION.

Northside Motors, Inc. V. Brinkley, 282 So. 2d 617 (Fla. 1973), Florida State University Law Review

Florida State University Law Review

Uniform Commercial Code-SECURED TRANSACTIONS- REPOSSESSION OF COLLATERAL WITHOUT JUDICIAL PROCESS NOT VIOLATIVE OF FOURTEENTH AMENDMENT.

Reform Of The Florida Securities Law, James Mofsky

Florida State University Law Review

No abstract provided.