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Articles 1 - 9 of 9
Full-Text Articles in Securities Law
Insider Information And The Limits Of Insider Trading, Yesha Yadav
Insider Information And The Limits Of Insider Trading, Yesha Yadav
Vanderbilt Law School Faculty Publications
This essay offers brief observations on the internal coherence of the rationales underlying the prohibition against insider trading, taking the opportunity offered by Newman and Salman to reflect on its central policy aims. I do not discuss these cases specifically, or what a resolution by the Supreme Court might mean for the future of insider trading. Scholars and commentators have thoughtfully critiqued Newman alongside the doctrinal whiplash that has followed in its wake. Rather, I take this opportunity to look under the hood of securities trading to examine information flows within the mechanisms by which securities are bought and sold. …
Trimming The "Judicial Oak": Rule 10b5-2(B)(1), Confidentiality Agreements, And The Proper Scope Of Insider Trading Liability, Ryan M. Davis
Trimming The "Judicial Oak": Rule 10b5-2(B)(1), Confidentiality Agreements, And The Proper Scope Of Insider Trading Liability, Ryan M. Davis
Vanderbilt Law Review
In recent years the Securities and Exchange Commission, commonly known as the SEC, has been involved in a number of high- profile suits that have attracted a good deal of media attention. Among those prosecuted by the Commission are hedge fund billionaire and Galleon Group founder Raj Rajaratnam, investment/Ponzi- scheme guru Bernie Madoff, television host and magazine publisher Martha Stewart, and colorful Dallas Mavericks owner Mark Cuban. Although such notable suits may simply be the SEC's attempt to justify its own existence and role in the market it polices in light of the financial disasters of the past decade, these …
Hands-Off Options, Jesse M. Fried
Hands-Off Options, Jesse M. Fried
Vanderbilt Law Review
Executive compensation long has attracted considerable interest from investors, academics, regulators, and the media. It received increased attention in the wake of the Enron and other corporate governance scandals that erupted at the beginning of the century. Hundreds of firms were found to have engaged in various forms of earnings manipulation that, ultimately, destroyed tens of billions of dollars of social value. Much of this earnings manipulation was linked to executives' pay arrangements, such as their ability to time the unwinding of their equity incentives. The scandals eventually led to some of the most important corporate governance reforms in decades, …
Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg
Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg
Vanderbilt Law Review
On June 4, 2003, lifestyle guru Martha Stewart was indicted on multiple criminal and civil charges by the Securities and Exchange Commission (SEC or Commission). The charges, including obstruction of justice and civil insider trading, stemmed from Stewart's sale of ImClone stock shortly before the Food and Drug Administration rejected a drug produced by ImClone and sent the company's stock price tumbling. Although Stewart could face a number of serious penalties under her criminal indictment, the primary remedy sought by the SEC for her civil insider trading charges is rather uncommon-a bar from serving as a director of Martha Stewart …
Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas
Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas
Vanderbilt Journal of Transnational Law
This Note addresses the globalization of the world financial securities markets and the potential for fraud in these expanded markets. The author considers actual cases of insider trading that have crossed national borders and the enforcement problems such cases raise. The author analyzes the first significant response by the United States Congress to these problems and concludes that the response is inadequate. Congress recognizes the incredible pace of evolution of the world financial markets, but is slow to address this process. The SEC offered serious proposals to Congress--proposals that apparently have bipartisan support--and Congress failed to act on these proposals …
Damages For Insider Trading In The Open Market: A New Limitation On Recovery Under Rule 10b-5, John B. Grenier
Damages For Insider Trading In The Open Market: A New Limitation On Recovery Under Rule 10b-5, John B. Grenier
Vanderbilt Law Review
The Elkind court's adoption of a "disgorgement measure" of damages for insider trading on undisclosed misrepresented material information in the open market is basically sound. In allowing compensation to the extent practicable, the Second Circuit chose the best solution among the available alternatives. The decision's paramount problems arise in its shifted emphasis to deterrence; the court has neither provided plaintiffs with a sufficient incentive to sue nor created the level of deterrence that some cases might require. Future courts, however, can remedy this situation if they follow Elkind and also award punitive damages in cases in which plaintiffs' losses exceed …
A Rejoinder To Mr. Ferber, Henry G. Manne
A Rejoinder To Mr. Ferber, Henry G. Manne
Vanderbilt Law Review
No congressman would tell his constituents, "you may be losing money by SEC regulation, but that is irrelevant, since the men down there are serving a higher moral order." The truth of the matter is that there need be no conflict between good economics and good morality. The confusion arises when the attempt is made to substitute superficial ideas of morality for fundamental economic doctrine. Clearly every decision has an economic impact just as it has moral implications. But how can one judge the moral content or desirability of an act of economic regulation without knowing the effects of it?
Insider Trading And The Law Professors, Henry G. Manne
Insider Trading And The Law Professors, Henry G. Manne
Vanderbilt Law Review
When Insider Trading and the Stock Market' appeared in November, 1966, I was fully prepared for a goodly amount of disagreement. I was not prepared however for the emotional, almost hostile response my book received from some members of the academic community. This is not to say that all the reviews by law professors were unsympathetic and emotional in tone. Indeed the majority of them were not, and while critical reviews outnumbered favorable ones, most were in some degree mixed, and the tone was generally scholarly, impersonal, and in many cases constructive But the response to my book in the …
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
Vanderbilt Law Review
Professor Manne's article appears to be largely an attack on critics of his book Insider Trading and the Stock Market. I must confess I have not read his book. I did, however, read an earlier article by Professor Manne attacking the position of the Commission in the Texas Gulf case, and I once participated in a forum at which Professor Manne expressed his view that inside information should be something that a corporate official might sell. I disagree with Professor Manne's basic position that "[t]he debatable aspects of insider trading are capable of resolution through tools of economic analysis,"' as …