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Articles 31 - 47 of 47
Full-Text Articles in Securities Law
Re-Enchanting The Corporation, Lyman P.Q. Johnson
Re-Enchanting The Corporation, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
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.
For The Civil Practitioner: Review Of Fourth Circuit Opinions In Civil Cases Decided November 1, 1991 Through December 31, 1992: Xi - Securities Regulation, Lyman P.Q. Johnson
For The Civil Practitioner: Review Of Fourth Circuit Opinions In Civil Cases Decided November 1, 1991 Through December 31, 1992: Xi - Securities Regulation, Lyman P.Q. Johnson
Lyman P. Q. Johnson
Not available.
State Takeover Statutes: Constitutionality, Community, And Heresy, Lyman P. Q. Johnson
State Takeover Statutes: Constitutionality, Community, And Heresy, Lyman P. Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson
The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson
Lyman P. Q. Johnson
No abstract provided.
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Lyman P. Q. Johnson
The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them? This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Lyman P. Q. Johnson
No abstract provided.
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Christopher M. Bruner
In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …
Member, International Chair On Natural Law And Human Personhood, Scott Fitzgibbon
Member, International Chair On Natural Law And Human Personhood, Scott Fitzgibbon
Scott T. FitzGibbon
No abstract provided.
An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias
An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias
Lawrence A. Hamermesh
At its 2012 National Lawyers Convention in Washington, D.C., the Corporations, Securities & Antitrust Practice Group of the Federalist Society for Law and Public Policy Studies hosted a panel discussion titled "Deregulating the Markets: The JOBS Act." The panel members were the Honorable Daniel M. Gallagher, Joseph H. Kaufman, Joanne T. Medero, Professor Robert T. Miller, and Professor Robert B. Thompson. The Honorable Frank H. Easterbrook moderated the discussion. This Article begins with a cursory overview of the Jumpstart Our Business Startups Act (the "JOBS Act" or "Act") provisions discussed by the panelists. It then summarizes the positions expressed by …
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of "Security", Steven J. Cleveland
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of "Security", Steven J. Cleveland
Steven J. Cleveland
No abstract provided.
Resurrecting Deference To The Securities And Exchange Commission: Mark Cuban And Trading On Inside Information, Steven J. Cleveland
Resurrecting Deference To The Securities And Exchange Commission: Mark Cuban And Trading On Inside Information, Steven J. Cleveland
Steven J. Cleveland
No abstract provided.
Vistas Of Finance, Tom C. W. Lin
Vistas Of Finance, Tom C. W. Lin
Tom C. W. Lin
Finance is undergoing a fundamental and technological shift. In the years ahead, there will inevitably be new financial characters and new financial cliffhangers. In this reply to the response of Professor Stephen Bainbridge to my article, 'The New Investor', I offer commentary on one particular new financial character, then on the general trope of cliffhangers as they relate to financial regulation.
Fraud In Crowdfunding And Antifraud Insurance, Timothy Li
Fraud In Crowdfunding And Antifraud Insurance, Timothy Li
Timothy Li
The SEC should require crowdfunding issuers under the Jumpstart Our Business Startups Act to obtain private insurance against liability based on Section 4A(c) of the Securities Act, using a model of Directors & Officers’ liability insurance. Antifraud concerns could be a major reason for SEC holdup on crowdfunding rulemaking because the SEC must balance investor protection against the costs of disclosure. To address these concerns, a private insurance model could spread the costs of fraud in crowdfunding across the issuers by using the market to determine the “present value of shareholder litigation risk” for that issuer. The maximum recovery would …
The Resolution Of The Structured Notes Fiasco In Hong Kong, Singapore, And Taiwan, Christopher Chao-Hung Chen
The Resolution Of The Structured Notes Fiasco In Hong Kong, Singapore, And Taiwan, Christopher Chao-Hung Chen
Christopher Chao-hung CHEN
This article argues that alternative dispute resolution is not a panacea for settling massive investor complaints. Regulators must create clear and effective conduct of business rules and strengthen the contractual composition of structured products to give investors a better chance of recovering their investments in an event such as Lehman’s collapse.
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French
Christopher C. French
In his recent article, Professor Richard Squire offers a provocative theory in which he claims the underlying claimants in shareholder litigation against corporate policyholders are overcompensated due to what he describes as “cramdown” settlements, under which insurers are forced to settle due to the “duty to contribute” that arises under multi-layered directors and officers (“D&O”) insurance programs. He also offers a novel idea regarding how this problem could be fixed by what he refers to as “segmented” settlements in which each insurer and the policyholder would be allowed to settle separately and consider only its own interests in doing so. …
Capitalización De Intereses Y Cierre De La Cuenta Corriente Bancaria, Martin Paolantonio
Capitalización De Intereses Y Cierre De La Cuenta Corriente Bancaria, Martin Paolantonio
Martin Paolantonio
Se analiza la cuestión a propósito de un caso que llegó incluso a la Corte Suprema de Justicia de la Nación. Esencialmente, el tema pasa por la interpretación de la norma que autoriza la capitalización de intereses, sin una referencia expresa a su vigencia luego del cierre de la cuenta corriente bancaria.