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Full-Text Articles in Securities Law
Compromise Merit Review—A Proposal For Both Sides Of The Debate, Gregory Gorder
Compromise Merit Review—A Proposal For Both Sides Of The Debate, Gregory Gorder
Washington Law Review
As is the case with many facets of modem life, government is involved in regulating the primary securities markets. Both federal and state laws require registration of initial securities offerings. Federal registration is procedural in nature, requiring full disclosure. State registiation, on the other hand, usually includes "merit review" of proposed securities offerings; state administrators typically may deny registration of a security if the offering would not be fair, just, and equitable or would be unreasonable in certain respects. This Comment analyzes the advantages and disadvantages of merit review, specifically the discretionary power reposed in the state administrator, and proposes …
Short-Swing Profiles In Failed Takeover Bids—The Role Of Section 16(B), Donna Darm
Short-Swing Profiles In Failed Takeover Bids—The Role Of Section 16(B), Donna Darm
Washington Law Review
This Comment examines the scope of section 16(b) liability for the unsuccessful takeover bidder. It then develops two possible analyses by which the courts might exempt the takeover bidder from section 16(b)'s provisions. Alternatively, it recommends that if the courts do not exonerate takeover bidders, they should at least allow a less harsh calculation of profit.
The Ninth Circuit's Requirement Of Notice To Targets Of Third Party Subpoenas In Sec Investigations—A Remedy Without A Right—Jerry T. O'Brien, Inc. V. Sec, 704 F.2d 1065 (9th Cir. 1983), Rev'd, No. 83-751, Slip Op. (U.S. June 18, 1984), Judith Bellamy Peck
Washington Law Review
The threat of civil, criminal, or administrative sanctions is, of course, the greatest risk faced by a subject of an SEC investigation. However, regardless of the investigatee's guilt or innocence, an investigation poses other hazards, especially damage to business reputation. SEC investigatees traditionally have had virtually no protection against the economic risks that accompany the investigative process. These risks have been seen as the unavoidable cost of pursuing a regulated activity. This Note examines generally the economic interests of SEC investigatees and reviews prior judicial treatment of these interests. The Note then analyzes the O'Brien decision, focusing on the court's …