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Full-Text Articles in Securities Law
When The Government Attempts To Change The Board, Investors Should Know, William O. Fisher
When The Government Attempts To Change The Board, Investors Should Know, William O. Fisher
Law Faculty Publications
In 2008 and 2009, the federal government effectively hired and fired directors at American International Group and Bank of America. At AIG, the government exercised its power through the ownership of voting stock, which meant that the company’s public securities filings revealed the government influence, though at times slowly and at times only by inference. At BofA, by contrast, the government imposed its will through an unpublished bank regulatory action, and no securities filing provided even a hint of the federal role. The fact that current law allows the government to secretly reconstitute the governing bodies of multi-billion-dollar, publicly traded …
Incorporation And The Securities Acts, Daniel T. Murphy
Incorporation And The Securities Acts, Daniel T. Murphy
Law Faculty Publications
ATTORNEYS, when advising clients regarding the advantages and disadvantages of incorporating a business, must carefully consider the applicability of the securities laws, state and federal, to the venture from its inception. If a business were run as a proprietorship or a general partnership, the principals could dispose of their interests in the business without consideration of the securities laws. The issuance of stock by a corporation to such individuals in exchange for cash or their interests in the business triggers the application of both state and federal securities laws. More importantly, however, the attorney must recognize that these statutes will …
Scienter Requirement In Actions Under Rule 10b-5, David G. Epstein
Scienter Requirement In Actions Under Rule 10b-5, David G. Epstein
Law Faculty Publications
More than twenty years have now elapsed since a private right of action under rule 10b-5 was first recognized judicially. In the interim, rule 10b-5 has become "the most prolific source of litigation since Henry Ford invented the flivver." And, the Rule is assuming even greater importance. Private actions under 10b-5 in excess of seventy-seven million dollars have been instituted against Texas Gulf Sulphur and its officers and directors. The Securities and Exchange Commission proposals to implement the Wheat Report will result in an increased emphasis on 10b-5. Notwithstanding the importance of rule 10b-5 and the numerous reported decisions and …