Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Securities (3)
- Investments (2)
- Mutual funds (2)
- New York (2)
- ADR (1)
-
- Annuities (1)
- Bonds (1)
- Certified questions (1)
- Class actions (1)
- Conflict minerals (1)
- Consumer protection (1)
- Corporate filings (1)
- Corporate fraud (1)
- Disclosure (1)
- Dispute resolution (1)
- Dodd-Frank (1)
- Dodd-frank (1)
- Ethics (1)
- FCPA (1)
- Fees (1)
- Financial crisis (1)
- Foreign Corrupt Practices Act (1)
- Investment (1)
- Investors (1)
- Materiality (1)
- Merck (1)
- Money market (1)
- Omnicare v. Indiana State District Council (1)
- Reform (1)
- SEC (1)
Articles 1 - 14 of 14
Full-Text Articles in Securities Law
Enforcing The Bargain V. Materiality Requirement: The Future Of Disclosure-Only Settlements Post-Trulia, Hao Jiang
Pace Law Review
In In re Trulia, Inc. Stockholder Litigation, the Delaware Court of Chancery broke away from its tradition of routinely approving disclosure-only settlements and required disclosures to be material in order to cure the conflict of interest between plaintiff’s counsel and the plaintiff class. I argue that fairness of settlement is the only standard in approving class action settlements and fairness will not be achieved by requiring materiality. Shareholders are legally entitled to all material information, as the board’s fiduciary duty dictates. Thus, material disclosures are enforcement of a legal duty that is no consideration for the release of shareholder claims. …
Survivor Funds, Jonathan Barry Forman, Michael J. Sabin
Survivor Funds, Jonathan Barry Forman, Michael J. Sabin
Pace Law Review
This Article explains how to create “survivor funds”—short-term investment funds that would pay more to those investors who live until the end of the fund’s term than to those who die before then. For example, instead of just investing in a ten-year bond and dividing the proceeds among the investors at the end of the bond term, a survivor fund would invest in that ten-year bond but divide the proceeds only among those who survived the full ten years. These survivor funds would be attractive investments because the survivors would get a greater return on their investments, while the decedents, …
Omnicare V. Indiana State District Council And Its Rational Basis Test For Allowing For Opinion Statements To Be A Misleading Fact Or Omission Under Section 11 Of The Securities Act Of 1933, Brian Elzweig, Valrie Chambers
Omnicare V. Indiana State District Council And Its Rational Basis Test For Allowing For Opinion Statements To Be A Misleading Fact Or Omission Under Section 11 Of The Securities Act Of 1933, Brian Elzweig, Valrie Chambers
Pace Law Review
This article examines when statements in a registration statement, couched as opinion, can and cannot be considered to be misstatements of material fact that could lead to liability under Section 11 (and potentially other sections) of the Securities Act. The rest of this paper is formatted as follows. We review the Omnicare case, followed by the key cases in the Second, Third, Ninth, and Sixth Circuit Courts of Appeals. The Second, Third, and Ninth Circuits have all required that, in order for there to be an actionable claim under Section 11, the plaintiff must plead not only that the statement …
Dodd-Frank’S Extension Of Criminal Corporate Liability Through The Foreign Corrupt Practices Act: Enabling Whistleblowers And Monitoring Conflict Minerals, Tim Bakken
Pace Law Review
In a sense, through its whistleblower provision, the Dodd-Frank Act has enabled the government to use corporate employee whistleblowers to support criminal prosecutions. That position finds agreement in this article, but the conclusion reached is that the results to be obtained from the whistleblower provision will be positive. Through an analysis of the Dodd-Frank Act, this article discusses further the new reach of the FCPA, particularly in light of the whistleblower and conflict-minerals provisions in the Dodd-Frank Act. Finally, this article concludes that although the new provisions can be costly, the provisions are beneficial. The traditional corporate model is now …
Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian
Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian
Pace Law Review
Whistleblowers have a long and honorable history. From Ralph Nader blowing the whistle on the hazards of GM’s Corvair in Unsafe at Any Speed1 in the 1960’s to Jeffrey Wigand in 1996 exposing the duplicity of the tobacco industry, whistleblowers have put conscience ahead of career and personal success to expose corporate fraud and wrongdoing. Not surprisingly, they have had to endure ridicule and ostracism as well as financial hardship. Legislation has sought to protect them from retribution, often with mixed success. The most recent legislative effort is the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that allows …
Resolving The Conflict Between Fiduciary Duties And Socially Responsible Investing, William Sanders
Resolving The Conflict Between Fiduciary Duties And Socially Responsible Investing, William Sanders
Pace Law Review
Part I of this Article clarifies and strictly defines the frequently nebulous idea of socially responsible investing (“SRI”), explaining its history, trends, and current status. To give perspective and perhaps temper hype, Part II discusses the efficacy of SRI as a method of change, concluding that while SRI may not have much effect on air quality or oppressive foreign governments, there are situations where SRI is useful and even necessary. Part III looks at the conflict between SRI and the fiduciary duties of trustees, investment advisers, and broker-dealers. It shows the contractual nature of fiduciary duties and why this is …
Opening The Gate To Money Market Fund Reform, Hester Peirce, Robert Greene
Opening The Gate To Money Market Fund Reform, Hester Peirce, Robert Greene
Pace Law Review
This article proceeds as follows. Part I outlines briefly the background of MMFs. Part II discusses the role of the board of directors in governing MMFs, a role upon which our proposal would build. Part III discusses MMF-related events during the financial crisis of 2007-2008 and describes the government’s response to these events. Part IV describes the reforms the SEC instituted in 2010. Part V outlines options for further reform. Part VI outlines and discusses benefits and drawbacks of our proposed solution—unrestricted discretionary gating by fund boards. Part VII concludes.
The Aftermath Of Merck: D&O Insecurity In The Security Fraud Arena, Alexandra Russo
The Aftermath Of Merck: D&O Insecurity In The Security Fraud Arena, Alexandra Russo
Pace Law Review
This Comment will trace the history of Merck, culminating in the Supreme Court’s extension of the statute of limitations periods for private security fraud suits, and discuss the impact this holding will have on future security fraud litigation, both for investor-plaintiffs and issuer-defendants. Part I will examine the facts and procedural history of Merck, which began in the United States District Court for the District of New Jersey and ultimately reached the Supreme Court of the United States. This procedural background will illuminate the various interpretations existing prior to Merck regarding the events that trigger the statute of …
Jones V. Harris Associates: Shareholders’ Consolation Prize In The Mutual Fund Fee Debate, Nicole Grospe
Jones V. Harris Associates: Shareholders’ Consolation Prize In The Mutual Fund Fee Debate, Nicole Grospe
Pace Law Review
No abstract provided.
The End Of Mandatory Securities Arbitration?, Jill I. Gross
The End Of Mandatory Securities Arbitration?, Jill I. Gross
Pace Law Review
No abstract provided.
Blue Skies Ahead: Auction Rate Securities And The Need For A Private Right Of Action For New York Investors, Stephanie Myers
Blue Skies Ahead: Auction Rate Securities And The Need For A Private Right Of Action For New York Investors, Stephanie Myers
Pace Law Review
No abstract provided.
Disquiet On The Home Front: Disturbing Crises In The Nation's Markets And Institutions, Shelby D. Green
Disquiet On The Home Front: Disturbing Crises In The Nation's Markets And Institutions, Shelby D. Green
Pace Law Review
No abstract provided.
Should New York Courts Hear Certified Questions From The Securities And Exchange Commission?, Verity Winship
Should New York Courts Hear Certified Questions From The Securities And Exchange Commission?, Verity Winship
Pace Law Review
No abstract provided.
Too Close For Comfort: The Potential Dilemma Facing The Securities And Exchange Commission And The Public Accounting Oversight Board, David H. Roberts
Too Close For Comfort: The Potential Dilemma Facing The Securities And Exchange Commission And The Public Accounting Oversight Board, David H. Roberts
Pace Law Review
No abstract provided.