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Securities Law Commons

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Articles 1 - 6 of 6

Full-Text Articles in Securities Law

Competition And Regulation In The Stock Markets, Robert Pozen Dec 1974

Competition And Regulation In The Stock Markets, Robert Pozen

Michigan Law Review

Part I of this article suggests that the courts have not satisfactorily resolved the tension between competition and regulation in the stock markets, and that the proposed legislation would in fact aggravate that tension. Part II uses an economic model of stock transactions to derive an alternative approach for reconciling competitive and regulatory considerations. Part III applies this approach to several key governmental decisions in the transition from fixed commission rates to the central market system.


Limiting The Plaintiff Class: Rule 10b-5 And The Federal Securities Code, Michigan Law Review Jun 1974

Limiting The Plaintiff Class: Rule 10b-5 And The Federal Securities Code, Michigan Law Review

Michigan Law Review

The Penn Central litigation, involving a large, publicly held corporation, illustrates the need to examine the reach of the federal antifraud provisions. This Note discusses the problem of defining the plaintiff class when the number of past and present shareholders who are potential plaintiffs is very great. Attention will center on the methods courts have used to limit the class of investors compensable under rule 10b-5. Also, the effect that enactment of present drafts of the American Law lnstitute's proposed Federal Securities Code would have on the composition of the plaintiff class in analogous actions will be discussed. Finally ...


Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch Jan 1974

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch

University of Michigan Journal of Law Reform

The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything of ...


Updating The Trust Indenture Act, Howard M. Friedman Jan 1974

Updating The Trust Indenture Act, Howard M. Friedman

University of Michigan Journal of Law Reform

Holders of publicly distributed debt securities are, in essence, parties to contracts of adhesion. There is no opportunity for a purchaser of a debt security to negotiate the terms of his loan to the issuer. In addition, because there are a large number of geographically scattered small lenders, each of them is placed in a particularly vulnerable position. While lenders traditionally have numerous methods of protecting their interests, creditor protection is ineffective unless responsibility for enforcement is centralized. Widely scattered security holders find it difficult to police compliance with covenants in the loan agreement and to coordinate legal action in ...


Intrastate Offerings Under Rule 147, J. William Hicks Jan 1974

Intrastate Offerings Under Rule 147, J. William Hicks

Michigan Law Review

In an effort to publicize administrative and judicial interpretations of the exemption, to protect investors, and to provide more certainty in determining the parameters of section 3(a)(ll), the SEC has adopted rule 147. This Article, in three parts, will examine that rule. Part I is devoted to an explanation of the rule; it will indicate how the rule differs from earlier interpretations of section 3(a)(ll) and discuss the problems that the rule leaves unanswered. Part II will consider the interrelationships among the various sections of the rule, as well as interpretative issues that have not yet ...


Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review Jan 1974

Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review

Michigan Law Review

This Note will discuss the inquiries encompassed by the "possibility of abuse" test. It will also evaluate whether the test is properly employed only in determining that an unorthodox transaction is or is not a "purchase" or "sale" or whether the test could better be used as a threshold inquiry in all cases.