Securities Law Commons^™

Is Stock A Security? A Criticism Of The Sale Of Business Doctrine In Securities Fraud Litigation, Barbara Black

Faculty Articles and Other Publications

This Article criticizes the use of the sale of business doctrine in securities fraud litigation. The Article first discusses the Supreme Court's efforts at defining a security, from its early investment contract analysis in SEC v. W.J. Howey Co., to Forman and other recent opinions. Part II analyzes the leading federal cases on the sale of business doctrine and examines problems in applying the doctrine. Next, part III examines alternative bases, within established Rule 10b-S jurisprudence, for dismissing the claims of purchasers of stock in close corporations. Finally, the Article asserts that, because the sale of business doctrine is inconsistent …

Bad Faith Attorneys' Fees In Implied Private Rights Of Action Under The Securities Exchange Act Of 1934, Debra F. Weiner

Loyola University Chicago Law Journal

No abstract provided.

Security Interests In Thoroughbred And Standardbred Horses: A Transactional Approach, R. David Lester

Kentucky Law Journal

No abstract provided.

The Availability Of Respondeat Superior In Sec Administrative Proceedings, Eileen T. Walsh

Loyola University Chicago Law Journal

No abstract provided.

Policeman, Conscience Or Confidant: Thoughts On The Appropriate Response Of A Securities Attorney Who Suspects Client Violations Of The Federal Securities Laws, 15 J. Marshall L. Rev. 373 (1982), Martin B. Robins

UIC Law Review

No abstract provided.

Implied Contribution Under The Federal Securities Laws: A Reassessment, Mark J. Loewenstein

Publications

No abstract provided.

Marine Bank V. Weaver : New Guidance On What Is Not A Security, Tom Arnold

Articles, Chapters in Books and Other Contributions to Scholarly Works

No abstract provided.

The Economics Of Corporation Law And Securities Regulation, Larry E. Ribstein, C. Paul Rogers

Vanderbilt Law Review

To evaluate this book as a teaching tool one must consider several questions. First, of what value is an economic analysis of law? Second, should one consider economics in a corporations or securities law course? Third, does this book offer a worthwhile approach to bringing economics into the corporate law curriculum? Last, how well has this approach been executed in the book? It may be a bit late to ponder the value of an economic analysis of the law. Economic legal theorists are both extending and deepening the thinking about economics' role in facilitating an understanding of law. This new …

Contract Market Self-Regulation Under The Commodity Exchange Act, Marshall J. Nachbar

Cleveland State Law Review

On May 3, 1982, the Supreme Court decided Curran v. Merrill Lynch, Pierce, Fenner & Smith, Inc. The Court answered the question o fwhether there was a private right of action for violations of the Commodity Exchange Act by holding that there was an implied right of action. In Curran, the CFTC had argued that a private right of action strengthens the enforcement and regulatory mechanisms already in place. The Court apparently found this to be a persuasive argument. Whether a private right of action will have the desired effect remains to be seen.

Best Execution: The National Market System’S Missing Ingredient, David A. Lipton

Scholarly Articles

In 1975 Congress enacted legislation designed to foster the establishment of a national system for the trading of securities. Many of the goals of a national market cannot be achieved if brokers are not compelled to seek the best price when executing transactions in multiply traded securities. To date, the Securities and Exchange Commission has failed to adopt a rule either requiring or encouraging a best execution practice.

This article examines the importance of a best execution rule to investors, to the national market system and to the economy. It explores the changes that have evolved in the securities industry …

Closely Held Stocks—Deferral And Financing Of Estate Tax Costs Through Sections 303 And 6166, Douglas A. Kahn

Articles

The enactment of the Economic Recovery Tax Act of 1981 (hereinafter referred to as "the 1981 Act") will reduce both the impact of federal wealth transfer taxes and the number of persons still subject to them. Nevertheless, even after the 1981 Act takes full effect, a category of persons remains for whom wealth transfer taxes will constitute a meaningful burden and whose estates face a liquidity problem in satisfying the estate tax liability. The focus of this article is on two statutory techniques: redemptions of stock pursuant to section 3031 and deferral of estate tax payments under section 6166.2 These …

Federal Securities Regulation - Rule 10b-5 - Misappropriation Of Confidential Takeover Information From An Investment Banking Firm And Its Clients For The Purpose Of Purchasing Shares Of The Target Companies Constitutes A Criminal Violation Of Rule 10b-5, Paul M. Altman

Villanova Law Review

No abstract provided.

Federal Decisional Law Under The Williams Act, Robert A. Profuse

Cleveland State Law Review

The legal requirements relating to tender offers have become a subject of great interest to a broad spectrum of corporate America. Given the frequency of litigation in this context, and the fact that the Williams Act itself and the SEC's rules provide clear answers to only the most basic of questions, analysis and understanding of the federal decisional law relating to tender offers - the principal focus of this Article - is of obvious significance. It constitutes an effort to analyze generally the principal issues raised in the many tender offer cases decided since the enactment of the Williams Act …

The Case Against Shark Repellent Amendments: Structural Limitations On The Enabling Concept, Ronald J. Gilson

Faculty Scholarship

The tactical history of the tender offer movement resembles an unrestrained arms race. Faced with offeror assaults in the form of Saturday night specials, various types of bear-hugs, godfather offers, and block purchases, target management responded with equally intriguing defensive tactics: the black book, reverse bear-hug, sandbag, show stopper, white knight, and, drawing directly on military jargon, the scorched earth. But however varied the labels given particular defensive strategies, they share the common characteristic of being responsive: They are available only after an offer is made and the battle for the target's independence joined. From the target's perspective, what was …

Seeking Competitive Bids Versus Pure Passivity In Tender Offer Defense, Ronald J. Gilson

Faculty Scholarship

Responding to my comments in the Stanford Law Review, and to those of Lucian Bebchuk in the Harvard Law Review, Professors Easterbrook and Fischel have reiterated their preference for a rule of pure passivity by target management in response to a tender offer. Unlike my more limited rule barring defensive tactics designed to prevent the offer but not barring the facilitation of competitive bids, Easterbrook and Fischel would prohibit both. Because their response to the points that Bebchuk and I raised goes beyond their initial treatment of the subject, it is appropriate that I respond here by extending …

Stallion Syndicates As Securities, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Stallion Syndicates As Securities, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

To people outside the horse business, the word “syndicate” may conjure up images of sinister characters and organized crime. People who invest in horses, however, attach quite a different meaning to the word syndicates. Mention of a syndicate may remind them of Secretariat, Niatross, Aladdinn or Easy Jet, depending upon the particular breed of horse that interests them. They also think of something else: money, big money.

Although one cannot seriously contend that syndicates alone are responsible for the spectacular monetary growth of the horse business, they certainly have facilitated that growth. Syndicates have been and continue to be the …

Professional Ethics, Organizing Corporations, And The Ideology Of Corporate Articles And By-Laws, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.