Securities Law Commons^™

Regulation Of New Financial Instruments Under The Federal Securities And Commodities Laws, David J. Gilberg

Vanderbilt Law Review

In the last few years, "an endless stream of exotic financial instruments conjured by Wall Street wizards" literally has taken the financial community by storm, fundamentally altering market trading practices and pitting institutions against each other in an intense competition for development of still more innovative instruments. These products--which include various types of"swaps," options, forward contracts, and price guarantees--now are being offered to and traded by every major financial institution and multinational corporation in the world, as well as by governments and individuals, and nothing indicates that the unprecedented growth of the markets for such instruments is likely to sub-side …

Public Access To Civil Court Records: A Common Law Approach, Ronald D. May

Vanderbilt Law Review

Courts have long recognized a general common law right of access to courtroom proceedings' and court records. Recently, however, courts have begun to consider whether the first amendment of the Constitution protects this right of access. In 1980 the United States Supreme Court in Richmond Newspapers, Inc. v. Virginia held that the press and the public have a first amendment right to attend criminal trials. The Supreme Court found this right implicit in the various clauses of the first amendment. Although the Supreme Court has taken few opportunities since Richmond Newspapers to define precisely the contours of the first amendment …

Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.

Michigan Law Review

Part I will seek to understand why firms trade in the stock market at a substantial discount from their asset value. It will answer that existing theories of the firm have not given adequate attention to a critical area where shareholders and managers have an inherent conflict, one that the existing structure of the firm does not resolve or mitigate. Despite the significant changes in the internal structure of the corporation over the last half century that have been described by business historians, there remains a deep internal strain between shareholders, on the one hand, and managers and employees, on …

Legal Opinions In Corporate Transactions: The Opinion That Stock Is Duly Authorized, Validly Issued, Fully Paid And Nonassessable, Scott Fitzgibbon, Donald W. Glazer

Washington and Lee Law Review

No abstract provided.

Defining An "Investment Contract": The Commonality Requirement Of The Howey Test

Washington and Lee Law Review

No abstract provided.

Corporate Social-Reform, The Business Judgment Rule And Other Considerations, Robert N. Leavell

Scholarly Works

In recent years there has been a well-publicized movement to induce corporations to use their economic wealth and power to achieve "social-reform," rather than carry on as usual by professing to be guided only by profit-making. Social change is sought by allowing shareholders to make, or influence directly, those management decisions which significantly affect the quality of life in this country. This approach has found support on college campuses and among the commentators in this field. The Securities Exchange Commission and the courts also have endorsed this approach by legitimating such a role for shareholders despite the fact that it …

Assessment Of Shelf Registration: How Much Diligence Is Due Investors?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Stock Market Manipulation And Corporate Control Transactions, Norman S. Poser

University of Miami Law Review

The definition of manipulation has recently become a live issue in the context of mergers, tender offers, and going private transactions In responding to allegations of manipulative management tactics, courts have sometimes stretched the concept of manipulation in order to find a violation of section 14(e) or section 10(b) of the Securities and Exchange Act of 1934. In the recent case of Schreiber v. Burlington Northern, Inc., the Supreme Court held that there can be no manipulation without misrepresentation or nondisclosure. The author shows that this is consistent with the antimanipulative provisions of the Exchange Act. He also explores …

Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, James A. Kegley, H. Alexander Campbell, Gary L. Stage, Ralston W. Steenrod, James C. Strode, Robert P. Ross, Gerald R. Martin, C. Christopher Trower, Willburt D. Ham, Ronda S. Paul, Rodger A. Marting, Oscar N. Persons, Francesca Marciniak, O. Wayne Davis, Rutheford B. Campbell Jr.

Continuing Legal Education Materials

Materials from the UK/CLE Seminar on Securities Law held February 14-15, 1986.

The Interaction Of Articles 6 And 9 Of The Uniform Commercial Code: A Study In Conveyancing, Priorities, And Code Interpretation, Steven L. Harris

All Faculty Scholarship

No abstract provided.

Can Regulators Of International Capital Markets Strike A Balance Between Competing Interests, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Can Regulators Of International Capital Markets Strike A Balance Between Competing Interests?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Racketeer Influenced And Corrupt Organizations (Rico)—Securities And Commercial Fraud As Racketeering Crime After Sedima: What Is A "Pattern Of Racketeering Activity"?, Barbara Black

Faculty Articles and Other Publications

Congress enacted the Racketeer Influenced and Corrupt Organizations Act (RICO) in 1970 in order to stem the infiltration and corruption of legitimate businesses by organized crime. During the 1970's, civil litigants virtually ignored the statute, but in the 1980's the utility of RICO's civil provisions has come to be generally recognized. Attorneys representing the victims of securities and commercial fraud now routinely add a claim alleging a RICO violation. Ii It is the attractiveness of the remedy - the successful plaintiff's recovery of treble damages and attorney's fees - that has led to this ever increasing use of RICO.

To …

Internationalization Of Stock Markets: Potential Problems For United States Shareholders, John H. Ehrlich

Northwestern Journal of International Law & Business

Despite considerable advance publicity, the internationalization of the world's stock markets remains in the incipient stage of development. Nonetheless, the exchange of capital across international borders through the purchase and sale of equity securities is likely to continue. This Comment will explore the potential problems faced by United States shareholders when the corporations in which they own stock list and offer equity securities on stock exchanges in foreign countries.

Some Arguments That The Stock Market Is Not Efficient, William K.S. Wang

Faculty Scholarship

No abstract provided.

Federal And State Securities Claims: Litigation Or Arbitration?—Dean Witter Reynolds, Inc. V. Byrd, 105 S. Ct. 1238 (1985), Sherrie Kaiser Goff

Washington Law Review

This Note analyzes Byrd in light of the dilemma that occurs when federal and state claims arise in the same action. The Note concludes that, although Byrd may be a step in the right direction, the current state of the law is still not satisfactory. Because arbitration offers several advantages to the investor, this Note argues that both federal and state securities claims should be arbitrated. The Note suggests that either Congress change the law to allow arbitration of the federal claims, as Justice White proposed, or the Court allow arbitration of section 10(b) claims, or even of claims brought …

Casenotes: Corporations — Securities Law — Definition Of Security — Federal Securities Laws Applicable To Sale Of A Business Effectuated By A Stock Sale Of All The Business's Stock. Landreth Timber Co. V. Landreth, 105 S. Ct. 2297 (1985), Jeff Cook

University of Baltimore Law Review

No abstract provided.

Significant 1985 Regulation And Legislative Developments, David A. Lipton

Scholarly Articles

No abstract provided.

Problems In Defining "Tender Offer": The Decision In Hanson Trust Plc V. Scm Corp., Brad S. Grayson

Loyola University Chicago Law Journal

No abstract provided.

Foreign Bank Participation In The United States Capital Markets: A Legal Perspective, Roger M. Zaitzeff

Touro Law Review

No abstract provided.

The Purchase Money Security Interest In Inventory Versus The After-Acquired Property Interest-A "No Win" Situation, Nathaniel Hansford

University of Richmond Law Review

Extending credit entails risk. Seldom is a creditor absolutely assured of complete payment of his debt. Not only is there a risk in almost every loan, but the types of risks that must be weighed are manifold. The debtor may be a poor business person and never make a profit sufficient to repay the debt. The debtor class is replete with scoundrels and outright crooks who borrow money without any intention to service the debt. The economy may slump to such a degree that even astute business persons are pressed to pay their outstanding obligations. The creditor's collateral may deteriorate …

Securities Markets For Small Issuers: The Barrier Of Federal Solicitation And Advertising Prohibitions, Stuart R. Cohn

UF Law Faculty Publications

How can small issuers find potential investors and stay within the confines of federal securities laws? That is a perplexing question given the very strong prohibitions against advertising and solicitation found in SEC rules and no-action letters. What the registration exemptions purport to give with one hand, i.e. ability to raise capital without the cost and delay of registration, the anti-solicitation rules take away with the other. These rules need to be lifted or modified if small businesses are to have a viable opportunity to seek potential investors.

Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis

Publications

Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop under federal law …

Symposium: The Internationalization Of The Securities Markets--Introduction, Tamar Frankel

Faculty Scholarship

This symposium on international trading in securities was the brain child of William Schwartz, Dean of the Boston University School of Law, and John J. Phelan, President of the New York Stock Exchange. The idea was implemented by Donald L. Calvin, Executive Vice President of the New York Stock Exchange, and myself, with the staff and students of Boston University School of Law. The event was held in New York City on October 18, 1985.

The symposium had three purposes: first, to present a picture of the current status of international trading in securities, which has been developing rapidly; second, …

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 …

The Securities Arbitrators' Nightmare, Constantine N. Katsoris

Fordham Urban Law Journal

Securities arbitration panels have arisen to deal with the rising tide of securities litigation. However, the application of arbitration procedure to securities claims has caused problems with clashes of procedure and enforcement issues. The United States Arbitration Act was passed to The Supreme Court addressed some of those issues in Dean Witter Reynolds Inc. v. Byrd, but did not determine whether Wilko v. Swan's effective repeal of the Arbitration Act as it applies to securities claims brought under the Securities Act of 1933 also covered securities claims brought under the Securities Act of 1934. The author eventually determines that because …

Racing Syndicates As Securities, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

It is not difficult to understand why horses like Devil's Bag, Chief's Crown and Spend A Buck are syndicated during their racing careers. The owners of such horses find themselves with an asset worth millions of dollars, but the asset has the potential to decrease significantly in value if the racing fortunes of the horse change. That creates pressure for owners to disinvest, at least partially, and spread the risk of loss. Investors, on the other hand, are often just as anxious to invest. Not only is there the chance of earnings and appreciation if the horse continues to win, …

Racing Syndicates As Securities, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

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

Kentucky Law Journal

No abstract provided.

Kefalas V. Bonnie Brae Farms: A Practical Approach To Thoroughbred Breeding Syndications And Securities Laws, Timothy Nicholas Sweeney

Kentucky Law Journal

No abstract provided.