Securities Law Commons^™

Fair Notice: Providing For Electronic Document Transmissions To Shareholders In Washington State, James L. Proctor Jr.

Washington Journal of Law, Technology & Arts

In 2008, Washington State amended Wash. Rev. Code § 23B.01.410 to allow electronic transmission of materials accompanying corporate notices to shareholders. This amendment, combined with an earlier change allowing corporations operating within the state to notify shareholders through certain types of electronic transmissions, incorporated several Securities and Exchange Commission (SEC) suggestions to expand the authorized uses of Internet-based technology to communicate with shareholders. However, corporations operating across state lines are subject to a complex variety of state notice requirements. These differences create an uneven national standard for which types of electronic communication constitute sufficient notice. This statutory variance compels corporations …

United States V. Berger: The Rejection Of Civil Loss Causation Principles In Connection With Criminal Securities Fraud, James A. Jones Ii

Washington Journal of Law, Technology & Arts

In United States v. Berger, a Ninth Circuit panel declined to apply the civil loss causation principles established by the United States Supreme Court in Dura Pharmaceuticals, Inc. v. Broudo in connection with sentencing in a criminal securities fraud prosecution. The Ninth Circuit declined to follow Second and Fifth Circuit decisions endorsing the application of Dura Pharmaceuticals to criminal sentencing, creating a circuit split. This Article examines this split over how to apply the loss causation principles of Dura Pharmaceuticals in connection with sentencing in criminal securities fraud prosecutions. In addition, this Article discusses the implications of each approach …

Institutionalization, Investment Adviser Regulation, And The Hedge Fund Problem, Anita K. Krug

Articles

This Article contends that more effective regulation of investment advisers could be achieved by recognizing that the growth of hedge funds, private equity funds, and other private funds in recent decades is a manifestation of institutionalization in the investment advisory context. That is, investment advisers today commonly advise these “institutions,” which have supplanted other, smaller investors as advisory clients.

However, the federal securities statute governing investment advisers, the Investment Advisers Act of 1940, does not address the role of private funds as institutions that now intermediate those smaller investors' relationships to investment advisers. Consistent with that failure, investment adviser regulation …