Securities Law Commons^™

Shareholder Passivity Reexamined, Bernard S. Black

Michigan Law Review

This article argues that shareholder monitoring is possible: It's an idea that hasn't been tried, rather than an idea that has failed. I defer to a second article currently in draft the question of whether more monitoring by institutional shareholders is desirable. Will direct shareholder oversight, or indirect oversight through shareholder-nominated directors, improve corporate performance, prove counterproductive, or, perhaps, not matter much one way or the other? What are the benefits and risks in giving money managers - themselves imperfectly monitored agents - more power over corporate managers? If more shareholder voice is desirable, how much more and …

The Eec Merger Regulation And Its Impact On Non-Eec Businesses, Alec Burnside, Carl Meyntjens False

BYU Law Review

No abstract provided.

Company Law In The European Single Market, Richard D. English

BYU Law Review

No abstract provided.

Arbitration Of A Securities Dispute—An Overview For The Practitioner, Richard C. Downing, Patrick R. James

University of Arkansas at Little Rock Law Review

No abstract provided.

Arbitration Of Securities Disputes: Rodriguez And New Arbitration Rules Leave Investors Holding A Mixed Bag, William C. Hermann

Indiana Law Journal

No abstract provided.

The Insider Trading And Securities Fraud Enforcement Act: Has Congress Supplied A Limitations Period Appropriate For Use In Private 10b-5 Actions?, David J. Guin, David R. Donaldson

Washington and Lee Law Review

No abstract provided.

Safeguarding Investment Grade Bonds In The Event Of A Leveraged Buyout: Legislation Or Contract?

Washington and Lee Law Review

No abstract provided.

The Sec As A Bureaucracy: Public Choice, Institutional Rhetoric, And The Process Of Policy Formulation, Donald C. Langevoort

Washington and Lee Law Review

No abstract provided.

Transnational Securities Fraud Jurisdiction Under Section 10(B): The Case For A Flexible And Expansive Approach

Washington and Lee Law Review

No abstract provided.

Securities Arbitration After Mcmahon, Rodriguez, And The New Rules: Can Investors' Rights Really Be Protected?, Perry E. Wallace, Jr.

Vanderbilt Law Review

Securities arbitration' is now ascendant as a favored device for resolving disputes between broker-dealers and their customers, and much of this recent status derives from a series of United States Supreme Court decisions.' Culminating in Shearson/American Express,Inc. v. McMahon and Rodriguez de Quijas v. Shearson/American Ex-press, Inc., these decisions have ended the reign of certain restrictive judicial decisions that previously governed the availability of arbitration under the Federal Arbitration Act (FAA or Arbitration Act) Accordingly, such developments presage a greatly expanded use of arbitration as a future means of resolving disputes between broker-dealers and customers." Indeed, since the Supreme Court …

Protecting Nonshareholder Interests In The Market For Corporate Control: A Role For State Takeover Statutes, Frank J. Garcia

University of Michigan Journal of Law Reform

Part I of this Note describes a phenomenon of modern corporate activity first identified over fifty years ago as the "separation of ownership and control." This separation gives rise to the need for a governing corporate norm; recognizing the normative aspect of this phenomenon has direct implications for the takeover debate.

Part II analyzes the problem of a target board's fiduciary duty as the modern version of the fundamental normative issue of corporate law. It argues that the norm of shareholder wealth maximization, assumed as the starting point by those most in favor of an active and minimally regulated control …

Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.

Vanderbilt Law Review

In H.J. Inc. v. Northwestern Bell Telephone Co. the United States Supreme Court issued its latest opinion interpreting the reach of the Racketeer Influenced and Corrupt Organizations Act (RICO).' The H.J. Inc. decision comes at a time when the RICO statute is at the center of controversy. Those opposed to private treble damages suits particularly attack the statute. The defense bar attacks the use of the statute in white-collar prosecutions, especially in those cases involving securities fraud. If the defense bar has its way in Congress, RICO could not be invoked in cases involving fraud alone. The criminal defense bar …

Viii. Securities

Washington and Lee Law Review

No abstract provided.

Pinter V. Dahl: The Supreme Court's Attempt To Redefine The "Statutory Sellor" Under Section 12 Of The Securities Act Of 1933, Allen Kent Davis

Brigham Young University Journal of Public Law

No abstract provided.

The Capital Markets In Transition: A Response To New Sec Rule 144a, Kellye Y. Testy

Indiana Law Journal

No abstract provided.

Using Risk Analysis To Classify Junk Bonds As Equity For Federal Income Tax Purposes, David V. Ceryak

Indiana Law Journal

No abstract provided.

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 …

The Pattern Of Racketeering Element Of Rico Liability, Committee On Federal Courts Of The New York State Bar Association

Touro Law Review

No abstract provided.

Validity Challenges To Sec Rule 14e-3, 23 J. Marshall L. Rev. 305 (1990), Michael T. Raymond

UIC Law Review

No abstract provided.

Use Of Economic Analysis In Fraud On The Market Cases, Janine S. Hiller, Stephen P. Ferris

Cleveland State Law Review

In 1988, in Basic, Inc. v. Levinson,1 (Basic), the United States Supreme Court adopted the fraud on the market theory in order to create a presumption of reliance in a Security & Exchange Commissions Rule 10(b) securities fraud case. This article first explains the economic and legal background behind the fraud on the market presumption. Then, the landmark case of Basic is examined for guidance in applying the presumption and proving defenses to that presumption. Lastly, it is shown how economic analysis can be used in proving or disproving fraud on the market, including an empirical study of the events …

Ernst & Ernst V. Hochfelder As Applied To Commodities Fraud: No Intent Required, Harry B. Borders

Kentucky Law Journal

No abstract provided.