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Full-Text Articles in Securities Law
Competition And Regulation In The Stock Markets, Robert Pozen
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
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, the …
Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review
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.
Intrastate Offerings Under Rule 147, J. William Hicks
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 arisen under section 3(a)(ll). …