Securities Law Commons^™

The Saudi Securities Law: Regulation Of The Tadawul Stock Market, Issuers, And Securities Professionals Under The Saudi Capital Market Law Of 2003, Gouda, Bushra Ali Gouda

Annual Survey of International & Comparative Law

On July 31, 2003, the late King Fahd of Saudi Arabia issued Royal Decree number M/3, officially announcing the constitutive law of the securities industry, the Capital Market Law, and leading the Saudi Kingdom into new territory: capital market regulation. For Saudi businessmen, as well as many attorneys, the question “what are securities laws?” is a fair one. Securities laws are the body of rules that regulate certain subjects and issues pertinent to trade in securities, such as the registration and listing of companies in the stock market, securities professionals, the operation of the securities markets, the regulation of investment …

Death In One Act: The Case For Company Registration, Michael Mcdonough

Pepperdine Law Review

No abstract provided.

Protecting The Public, Not Anyone's Turf: The Unlicensed Practice Of Law In Securities Arbitration , John P. Cleary

Pepperdine Law Review

No abstract provided.

Regulation Fd Will Result In Poorer Disclosure And Increased Market Volatility, Joanna E. Barnes

Pepperdine Law Review

No abstract provided.

Say On Pay And The Sec Disclosure Rules: Expressive Law And Ceo Compensation , Sandeep Gopalan

Pepperdine Law Review

The debate over the lack of correlation between CEO compensation and performance has caused a divide amongst corporate law scholars. Proponents of intervention have predictably welcomed the legislative activity and have called for more. This article argues that the legislative and regulatory interventions by the state are in furtherance of the expressive functions of the law, and that even in the absence of sanctions such expressive laws can have an affect on behavior. It argues that while legislative and regulatory actions can express certain norms, they are ultimately unlikely to be of much help in behavior modification unless accompanied by …

Mexico And The Settlement Of Investment Disputes: Icsid As The Recommended Option, Bernardo Sepúlveda

Pepperdine Dispute Resolution Law Journal

The changes that have taken place in arbitration conditions, the greater fairness in the arbitration process, and the increasingly stringent qualifications to be met by arbitrators, as well as contemporary economic realities, have been instrumental in causing Mexico's about-face on its approach to arbitration. Although in certain quarters doubts remain in Mexico as to the advantages of international arbitration, it would be ill advised to ignore a legal and political reality. In signing treaties that include an arbitration clause, Mexico has assumed rights and obligations. Politically speaking, a border has already been crossed. In the face of this indisputable fact, …

Life After Morrison: Extraterritoriality And Rico, R. D. Mello

Vanderbilt Journal of Transnational Law

For years, the federal courts of appeals have borrowed heavily from securities law jurisprudence in developing a framework for analyzing claims under the Racketeer Influenced and Corrupt Organizations Act (RICO). Last year, in the case of Morrison v. National Australia Bank, the Supreme Court issued a ground-breaking opinion that rejected decades of lower court precedent related to the extraterritorial application of U.S. securities laws and reemphasized the vitality of the presumption against extraterritoriality. Because of the parallel development of securities law and RICO jurisprudence, Morrison will have significant consequences for the application of RICO in cases involving foreign defendants and …

Transnational Securities Fraud And The Extraterritorial Application Of U.S. Securities Laws: Challenges And Opportunities, Genevieve Beyea

Global Business Law Review

With globalization, securities markets have become increasingly interconnected, and securities fraud has frequently crossed borders, creating problems for national regulators seeking to deter and punish fraud. The United States’ well-developed private enforcement mechanism for securities fraud is very attractive to investors around the world who are harmed by transnational securities fraud, particularly those from countries where private enforcement mechanisms do not exist or fraud is under-regulated. The application of U.S. securities law to foreign investors, however, presents a number of challenges, creating the potential for both under and overregulation as well as possible conflict with the regulatory systems of other …

The Emerging Federal Class Actions Brand , John C. Massaro

Cleveland State Law Review

Class actions raise a fundamental question about our judicial system. Is the purpose first and foremost to achieve a societally-desired level of law enforcement and deterrence, or is the primary goal to foster citizen participation in the resolution of private disputes? This Article provides the first extended analysis of this question in light of five recent Supreme Court decisions regarding class actions, the evolution of legislative initiatives in the area, and the docket activity in sixteen of the largest recent federal securities class actions. A single conclusion follows: we are witnessing the emergence of a new national “brand” of class …

The Sec And The Extent Of Its Power To Sanction: An Analysis Of Teicher V. Securities And Exchange Commission - Did The Court Correctly Apply Chevron V. Natural Resources Defense Council To A Matter Of Agency Interpretation?, Rose Arce

Golden Gate University Law Review

This note will address two primary issues in analyzing Teicher. The first is whether the SEC has the authority within its sanctioning power, specifically under Section 15(b)(6) of the Exchange Act, to impose collateral limitations on a person who violates the Exchange Act, such as preventing that person from utilizing his or her license in another branch of the securities industry. The second is whether the SEC has the authority within its sanctioning power, specifically under Section 203(f) of the Advisers Act, to bar a person who violates the Adviser's Act from associating or seeking to become associated with an …

Private Securities Litigation Reform Act Of 1995: Do Issuers Still Get Soaked In The Safe Harbor?, Noelle Matteson

Golden Gate University Law Review

This Comment will examine the background and development of protection for forward-looking statements through the SEC, the courts and Congress. Following this background examination, Part III will focus on the recently passed Reform Act. This discussion will consider the arguments made by opponents and proponents of the Reform Act, the effects of this act and whether it is encouraging disclosure by issuers and protecting the same issuers from frivolous lawsuits.

Securities Law - Mccormick V. Fund American Companies: Altering The Total Mix Of Information Made Available During Disclosure In Corporate Repurchases Of Stock, David E. Wanis

Golden Gate University Law Review

In McCormick v. Fund American Companies, the Ninth Circuit granted summary judgment to defendant corporation over plaintiff shareholder's claim that defendant had violated the Securities Exchange Act by misrepresenting or omitting material information during negotiations to repurchase stock from plaintiff. The court found that in light of plaintiff's status as a "sophisticated business executive," defendant's alleged misrepresentations and omissions did not "significantly alter the total mix of information made available" concerning the contemplated sale of a subsidiary company of defendant corporation.

Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries

Seattle University Law Review

What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …

Tracinda Corp. V. Daimlerchrysler Ag, Keith Martorana

NYLS Law Review

No abstract provided.

Shock Therapy' For Aktiengesellschaften: Can The Sarbanes-Oxley Certification Requirements Transform German Corporate Culture, Practice And Prospects?, Hudson T. Hollister

Northwestern Journal of International Law & Business

The Sarbanes-Oxley Act (Act) of 20021 was the U.S. Congress's hasty response to the wave of corporate scandals that had begun to devastate U.S. investor confidence during the previous year. Its sixty-six pages contain a wide range of measures designed to enhance the quality and independence of corporate audits and disclosure under the U.S. securities-regulation regime. The Act applies to public corporations-corporations that are required to file regular financial reports under the Securities Exchange Act of 1934 (Exchange Act). Objections from German corporations and observers were particularly vigorous. At least one German foreign private issuer registered with the SEC has …

A Securities Regulator Looks At Onvergence, Donald T. Nicolaisen

Northwestern Journal of International Law & Business

For many years there has been a dedicated group of practitioners, standard setters, business leaders and others from around the world who have worked to establish a single set of globally accepted accounting standards for the benefit of the capital markets. These people clearly had their hearts in the right place but, absent a binding mandate to apply the standards, it seemed largely a labor of love. Now I expect those pioneering initiatives and the many years of effort to pay off because in 2005 a large number of companies are joining what up to now has been a limited …

The Irrelevance Of State Corporate Law In Governance Of Public Companies, J. Robert Brown Jr.

University of Richmond Law Review

No abstract provided.

Realizing The Re-Emergence Of The Chinese Stock Market: Fact Or Fiction?, Ann P. Vandevelde

Vanderbilt Journal of Transnational Law

The stock market which currently exists in the People's Republic of China (PRC) is a product of the "open door policy" introduced by Deng Xiaoping in 1978, following the death of Mao Zedong, to promote economic development over class struggle. Following limited experimentation with stock issuance at the local level, the Shanghai and Shenzhen stock exchanges opened in 1990 and 1991 respectively. Since its recent inception, China's stock market--which comprises the trading of domestically owned A-Shares and foreign-owned B-Shares--has experienced impressive growth together with periods of volatility as well as lackluster performance. Recent performance of A-Share trading has been strong, …

Gustafson: One Small Step (Backward) For Private Plaintiffs, One Giant Leap (Backward) For The Securities Bar, J. Dormer Stephen Iii

Oklahoma Law Review

No abstract provided.

The Preexisting Relationship Doctrine Under Regulation D: A Rule Without Reason?, David B.H. Martin, Jr., L. Keith Parsons

Washington and Lee Law Review

No abstract provided.

Tax Shelter As A Security: The Use Of Tax Returns In A 10b-5 Action, Risa A. Levine

Fordham Urban Law Journal

This student note examines the consequences to investors who initially invest through tax shelters, and whose investments later fail, resulting in liability. The author questions policy for treating those investments in a similar manner to other securities fraud, by looking at the history and procedure of a 10b-5 private cause of action. Tax returns can be used to evaluate the liability and penalties for SEC actions and the ensuing private actions. The author concludes that because 10b-5 actions are judicially created, they must be carefully cabined and screened for reliable indications of harm to the investor. Tax returns should be …

Horse Syndicates As Securities Under Blue Sky Laws, John Coleman Ayers

Kentucky Law Journal

No abstract provided.

When Is A Car A Bicycle And Other Riddles: The Definition Of A Security Under The Federal Securities Laws, M. Thomas Arnold

Cleveland State Law Review

In Marine Bank v. Weaver, the United States Supreme Court decided that a certificate of deposit purchased from a federally-regulated bank was not, under the circumstances of the case, a security under federal laws. Several recent federal court cases have considered the question of the status of certificates of deposit under factual circumstances somewhat different from Weaver. Two of these cases provide an interesting study of the uncertainty that continues to surround the definition of a security. And despite the lengthy definitions of "security" found in federal securities laws, much uncertainty remains as to exactly what is included within the …

When Is A Car A Bicycle And Other Riddles: The Definition Of A Security Under The Federal Securities Laws, M. Thomas Arnold

Cleveland State Law Review

In Marine Bank v. Weaver, the United States Supreme Court decided that a certificate of deposit purchased from a federally-regulated bank was not, under the circumstances of the case, a security under federal laws. Several recent federal court cases have considered the question of the status of certificates of deposit under factual circumstances somewhat different from Weaver. Two of these cases provide an interesting study of the uncertainty that continues to surround the definition of a security. And despite the lengthy definitions of "security" found in federal securities laws, much uncertainty remains as to exactly what is included within the …

The Sale Of Business Doctrine: Judicial Exemption From The Federal Securities Laws

Washington and Lee Law Review

No abstract provided.

Rule 10b-5-Application Of The In Pari Delicto Defense In Suits Brought Against Securities Brokers By Customers Who Have Traded On Inside Information, Mark G. Strauch

Vanderbilt Law Review

This Note advocates that courts should permit tipper defendants to assert the in pari delicto defense in private 10b-5 cases against tippee plaintiffs unless one of the first three exceptions to the analytical framework applies. Part II of this Note discusses the purpose and application of the in pari delicto defense and the four situations in which courts have rejected it. Part II also illustrate show courts analyze the in pari delicto defense in contract, anti-trust, and non-10b-5 securities cases. Part III provides a general background on the purpose of the Securities and Exchange Act of 1934 and rule 10b-5, …

Lifting The Cloud Of Uncertainty Over The Repo Market: Characterization Of Repos As Separate Purchases And Sales Of Securities, William F. Hagerty, Iv

Vanderbilt Law Review

In light of the actual and potential financial harm that repo investors faced after failures of several repo market participants,this Note proposes a new legal characterization of repos and argues for adoption of proposed Bankruptcy Code amendments pertaining to repos. Both of these suggestions would give repo investors significant future financial protection without destroying the financially attractive characteristics of repurchase agreements.

Part II of this Note begins laying the foundation for this proposal by discussing current repo market problems that the failures of several repoissiers have exposed.

Part II discusses new policies concerning the appropriate uses of the collateral securities …

Continuing Confusion In The Definition Of A Security: The Sale Of Business Doctrine, Discretionary Trading Accounts, And Oil, Gas And Mineral Interests

Washington and Lee Law Review

No abstract provided.

The Illusory Statutory Basis Of Sec Rule 2(E)

Washington and Lee Law Review

No abstract provided.

More About Blue Sky, Richard B. Tyler

Washington and Lee Law Review

No abstract provided.