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Full-Text Articles in Securities Law
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Michigan Law Review
Plaintiff alleged that he had been defrauded in a sale of securities to the defendant. Plaintiff attempted to invoke section 10(b) of the Securities Exchange Act of 1984, which prohibits various fraudulent practices in securities trading. In order to state a cause of action under 10(b), it was necessary for plaintiff to allege that a means or instrumentality of interstate commerce had been used directly or indirectly in connection with the sale. The sale in this case had been effected through telephone conversations over wires located within the city of Philadelphia. However, the wires carrying the calls could be used …
Taxation - Commerce Clause - Tax By Seller State On Contract To Sell Interstate, Walter B. Connolly
Taxation - Commerce Clause - Tax By Seller State On Contract To Sell Interstate, Walter B. Connolly
Michigan Law Review
Appellants were partners in the securities business with offices in New York City. In the course of their business they agreed to sell shares of stock to two firms, one engaged in business in Philadelphia, the other in Washington, D. C. The securities were mailed to banks in Philadelphia and Washington for delivery upon payment of sight drafts attached. Under the tax law of the state of New York, a tax was levied on the sale of this stock. Appellants sought a refund of the tax on the ground that the statute imposed an unconstitutional burden on interstate commerce. Held …
Securities Legislation - Public Utility Holding Company Act Of 1935 - Extension Of Maturity Date As New "Issue", Edmund O'Hare
Securities Legislation - Public Utility Holding Company Act Of 1935 - Extension Of Maturity Date As New "Issue", Edmund O'Hare
Michigan Law Review
Defendant a public utility holding company, wished to obtain a one year extension of the maturity date of its unsecured "5 1/2 % Convertible Investment Certificates" by inducing the holders thereof to assent to such extension in return for a twenty per cent payment of the principal of each certificate. The Securities and Exchange Commission sued to enjoin defendant from using the mails or other instrumentalities of interstate commerce in carrying out its plan, because defendant had not filed a declaration under section 7 of the Public Utilities Holding Company Act of 1935, in connection with the proposed extension. Held …
Securities Legislation - Securities Act - Stop Order Proceedings - Administrative Tests Of Materiality, Bertram H. Lebeis
Securities Legislation - Securities Act - Stop Order Proceedings - Administrative Tests Of Materiality, Bertram H. Lebeis
Michigan Law Review
With a view toward correcting many of the abuses which had accompanied the distribution of securities, the Congressional mandate embodied in the Securities Act of 1933, together with the regulations of the Securities and Exchange Commission adopted in pursuance thereof, require the publication of much information previously withheld from the investing public. The basic objective of the act is the full disclosure of every essentially important element attending issues of securities in interstate commerce or through the mails, and to that end the commission is empowered to issue a stop order suspending the effectiveness of a registration statement if it …
Constitutional Law -Validity Of Registration Provisions Of Public Utility Holding Company Act Of 1935, Gerald L. Stoetzer
Constitutional Law -Validity Of Registration Provisions Of Public Utility Holding Company Act Of 1935, Gerald L. Stoetzer
Michigan Law Review
In recognition of the abuses that arise from the monopolistic tendencies of holding companies in the public utility field and of the inability of the respective states to exert the necessary control thereof, Congress has attempted to draw certain of the public utility holding companies within the inquisitorial and regulatory control of the federal Securities and Exchange Commission. The Public Utility Holding Company Act of 1935, reciting in great detail facts showing the necessity for control of holding companies having as subsidiaries electric and gas operating utilities, indicates that Congress regarded the uncontrolled utility holding company as "an agency which, …
Corporations - Interpretation Of The "Public Offering" Exemption Of The Federal Securities Act And State Blue-Sky Laws, Gerald L. Stoetzer
Corporations - Interpretation Of The "Public Offering" Exemption Of The Federal Securities Act And State Blue-Sky Laws, Gerald L. Stoetzer
Michigan Law Review
Section 5 of the Federal Securities Act of 1933, as amended, declares that it shall be unlawful to use any means of transportation or communication in interstate commerce or of the mails to dispose of securities or transmit a prospectus thereon unless a registration statement as required by the act is in effect and unless the prospectus meets the statutory requirements. However, certain securities and transactions are expressly exempted from application of the act. Among the exemptions set out in section 4 are those "transactions by an issuer not involving any public offering."
State "Blue-Sky" Laws And The Federal Securities Acts, Russell A. Smith
State "Blue-Sky" Laws And The Federal Securities Acts, Russell A. Smith
Michigan Law Review
With the current revival of business has come increased activity in the securities markets. Corporations are taking advantage of low money rates to refund outstanding issues and, to some extent, to obtain new money for corporate purposes. If the upturn in business proves to be substantial, rather than merely a temporary, government-induced short-time swing, the issuance of securities for the purpose of financing capital improvements will doubtless accelerate. Questions arising under the various laws, federal and state, for the regulation of the sale of securities will become increasingly important. Persons interested in the issuance and disposal of securities desire, of …
Constitutional Law - Power To Enact Federal Securities Act Of 1933
Constitutional Law - Power To Enact Federal Securities Act Of 1933
Michigan Law Review
The scope and implications of the Securities Act of 1933 have been set out in a recent issue of this Review. Broadly, the Act regulates the issue and sale of securities by requiring registration thereof with the Federal Trade Commission, by specifying certain data to be included in prospectuses relating to such securities, and by imposing sanctions in the form of penal and civil liabilities. The Act purports to be an exercise of the Congressional power "to regulate . . . commerce among the several states" and "to establish post offices and post roads." Various constitutional questions are involved but …