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Full-Text Articles in Securities Law
Optimal Issuer Disclosure Of Opinions, Wendy Gerwick Couture
Optimal Issuer Disclosure Of Opinions, Wendy Gerwick Couture
Articles
This Article adds to the scholarly literature about the optimal level of disclosure by issuers of securities by proposing a new theoretical framework that encompasses not only the choice between silence and disclosure, which has been widely discussed, but also the subsidiary decision between disclosure as an opinion and as a statement of fact, which has been ignored. This framework informs the Securities and Exchange Commission’s ongoing review of mandatory disclosure rules and contextualizes the potential impacts of the Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund,1 which clarified that differential liability standards …
Risk Of Regulatory Arbitrage: A Response To "Securities Regulation In Virtual Space", Wendy Gerwick Couture
Risk Of Regulatory Arbitrage: A Response To "Securities Regulation In Virtual Space", Wendy Gerwick Couture
Articles
In Securities Regulation in Virtual Space, Eric C. Chaffee explores the potential applicability of the securities laws to virtual transactions based on virtual activity and argues that, although many of these transactions likely qualify as “investment contracts” under S.E.C. v. W.J. Howey Co., they should be excluded under the context clause because, among other reasons, application of the securities laws would stifle creativity within this innovative space. This Response proposes a reframing of the Howey test as a response to the risk of regulatory arbitrage, argues that the context clause should only exclude transactions that do not pose such …
Price Impact Possibilities, Wendy Gerwick Couture
An Essay For Professor Alan Bromberg: Removing The Taint From Past Illegal Offers And Sales - 40 Years Later, Douglas M. Branson
An Essay For Professor Alan Bromberg: Removing The Taint From Past Illegal Offers And Sales - 40 Years Later, Douglas M. Branson
Articles
In 1975, for its inaugural, the Journal of Corporation Law at the University of Iowa solicited a lead article for issue 1, page 1. The editors solicited that piece from Professor Alan Bromberg, one of the great academics of securities law, then or at any other time. Professor Bromberg, of Southern Methodist University, died last year. This article began as a piece with three goals: (1) pay homage to Professor Bromberg, whom I knew personally, and his achievements; (2) update his 1975 article; and (3) add flesh to the treatment by examining closely practical, modern day situations in which rescission …
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
Articles
The 2010 Dodd-Frank Act directed the SEC to study the issue of whether the Commission should, by regulation, decree broker-dealers (“registered representatives”) subject to the same fiduciary standards applicable to investment advisers, applicable at least since SEC v. Capital Gains Research Bureau, 385 U.S. 180 (1963). The SEC completed such a study in 2011, predictably recommending that the Commission exercise the authority Dodd-Frank had given it, namely, waving its wand, declaring brokers fiduciaries. Many able academics and regulators have adumbrated the pros and the cons of such a regulatory step. To date, however, the SEC has done nothing, undoubtedly …
Warning: Your Lcc Interest Might Be A Security, Wendy Gerwick Couture
Warning: Your Lcc Interest Might Be A Security, Wendy Gerwick Couture
Articles
No abstract provided.
Stapled Securities--"The Next Big Thing" For Income Trusts? Useful Lessons From The Us Experience With Stapled Shares, Reuven S. Avi-Yonah, Tim Edgar, Fadi Shaheen
Stapled Securities--"The Next Big Thing" For Income Trusts? Useful Lessons From The Us Experience With Stapled Shares, Reuven S. Avi-Yonah, Tim Edgar, Fadi Shaheen
Articles
The Department of Finance has introduced two separate sets of legislation that together attempt to limit demand in the income trust market (though with very different revenue consequences). However, neither the proposed legislation nor the existing Income Tax Act contains an equity recharacterization rule. Consequently, the tax results associated with the standard income trust and royalty trust structures can still be realized with direct holding structures, in which the use of a trust as a pooling mechanism is eliminated and investors hold directly a combination of high-yield junk debt and a specified number of shares of the issuer. Until now, …
The Issuer's Paper: Property Or What? Zero Basis And Other Income Tax Mysteries, Elliott Manning
The Issuer's Paper: Property Or What? Zero Basis And Other Income Tax Mysteries, Elliott Manning
Articles
No abstract provided.