Open Access. Powered by Scholars. Published by Universities.®

Securities Law Commons

Open Access. Powered by Scholars. Published by Universities.®

2002

Discipline
Institution
Keyword
Publication
Publication Type
File Type

Articles 1 - 30 of 58

Full-Text Articles in Securities Law

Back To The 1930s? The Shaky Case For Exempting Dividends, Reuven S. Avi-Yonah Dec 2002

Back To The 1930s? The Shaky Case For Exempting Dividends, Reuven S. Avi-Yonah

Articles

This article is based in part on the author’s U.S. Branch Report for Subject I of the 2003 Annual Congress of the International Fiscal Association, to be held next year in Sydney, Australia (forthcoming in Cahiers de droit fiscal international, 2003). He would like to thank Emil Sunley for his helpful comments on that earlier version, and Steve Bank, Michael Barr, David Bradford, Michael Graetz, and David Hasen for comments on this version. Special thanks are due to Yoram Keinan for his meticulous work on the EU regimes (see Appendix). All errors are the author’s. In this ...


An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray Dec 2002

An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray

William & Mary Law Review

No abstract provided.


The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work)., Lawrence A. Cunningham Nov 2002

The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work)., Lawrence A. Cunningham

Boston College Law School Faculty Papers

A thorough examination of the much ballyhooed Sarbanes-Oxley Act reveals dominantly a federal codification of extant rules, regulations, practices, and norms. Despite advertising it as "the most far-reaching reforms of American business practices since the time of FDR," a soberly apolitical view sees the Act as more sweep than reform. Important are provisions calling for nine studies; redundant but much publicized were the certification requirements imposed during the summer of 2002; other moves are mere patchwork responses to precise transgressions present in the popularized scandals. The Act is far from trivial, however. A silver bullet relates to the structure and ...


Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton Nov 2002

Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton

Cornell Law Faculty Publications

The stunning collapse of Enron, coupled with the large number of accounting irregularities and apparent corporate fraud, have created a climate in which reform and improvement of the law governing corporate lawyers is underway. The ABA Task Force on Corporate Responsibility has issued a preliminary report that recommends promising changes in the rules of professional conduct. And, the Corporate Reform Act of 2002 has changed the landscape by authorizing the SEC to promulgate rules of professional conduct for securities lawyers and directing the SEC to issue a rule requiring securities lawyers to climb the corporate ladder to prevent or rectify ...


Internalizing Outsider Trading, Ian Ayres, Stephen Choi Nov 2002

Internalizing Outsider Trading, Ian Ayres, Stephen Choi

Michigan Law Review

Investing in the United States has become a hobby for many. Individual ownership of equity, moreover, has increased over the past decade due in part to the introduction of internet-based trading. While providing the possibility for greater returns compared with bank savings accounts, among other investment alternatives, the public capital markets also pose greater risks for investors. Many individual investors lack both the resources and the incentive to analyze the value of any particular security in the market. Such investors thus trade at a systematic disadvantage relative to more informed parties. In response, regulators have asserted that certain informational disparities ...


Securities Regulation—Fraud—Rule 10b-5 No Longer Scares The Judiciary, But May Scare Corporate Defendants: The United States Supreme Court Switches Directions. Wharf (Holdings) Ltd. V. United International Holdings, Inc., 532 U.S. 588 (2001)., Bhavik R. Patel Oct 2002

Securities Regulation—Fraud—Rule 10b-5 No Longer Scares The Judiciary, But May Scare Corporate Defendants: The United States Supreme Court Switches Directions. Wharf (Holdings) Ltd. V. United International Holdings, Inc., 532 U.S. 588 (2001)., Bhavik R. Patel

University of Arkansas at Little Rock Law Review

No abstract provided.


The Critical Resource Theory Of Fiduciary Duty, D. Gordon Smith Oct 2002

The Critical Resource Theory Of Fiduciary Duty, D. Gordon Smith

Vanderbilt Law Review

This Article proposes a new theory to unify the law of fiduciary duty. The prevailing view holds that fiduciary law is atomistic, arising for varied reasons in established categories of cases (such as trustee-beneficiary and director-shareholder) and ad hoc in relation- ships where one person trusts another and becomes vulnerable to harm as a result. By contrast, the critical resource theory of fiduciary duty holds that every relationship properly designated as "fiduciary" conforms to the following pattern: One party (the "fiduciary') acts on behalf of another party (the "beneficiary') while exercising discretion with respect to a critical resource belonging to ...


Nevada's Failure To Secure Its Future: An Analysis Of The Omission Of U.C.C. § 9-318(A) And Its Effect On Asset Securitization, Cari Ehrlich Waters Sep 2002

Nevada's Failure To Secure Its Future: An Analysis Of The Omission Of U.C.C. § 9-318(A) And Its Effect On Asset Securitization, Cari Ehrlich Waters

Nevada Law Journal

No abstract provided.


Special Study On Market Structure, Listing Standards And Corporate Governance, Roberta S. Karmel Aug 2002

Special Study On Market Structure, Listing Standards And Corporate Governance, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Oath Taking, Truth Telling, And Remedies In The Business World: Hearing Before The H. Comm. On Energy And Commerce, 107th Cong., July 26, 2002 (Statement Of Sherman Cohn, Prof. Of Law, Geo. U. L. Center), Sherman L. Cohn Jul 2002

Oath Taking, Truth Telling, And Remedies In The Business World: Hearing Before The H. Comm. On Energy And Commerce, 107th Cong., July 26, 2002 (Statement Of Sherman Cohn, Prof. Of Law, Geo. U. L. Center), Sherman L. Cohn

Testimony Before Congress

No abstract provided.


Wall Street V. Main Street: The Sec's New Regulation Fd And Its Impact On Market Participants, D. Casey Kobi Jul 2002

Wall Street V. Main Street: The Sec's New Regulation Fd And Its Impact On Market Participants, D. Casey Kobi

Indiana Law Journal

No abstract provided.


Form Over Substance?: Officer Certification And The Promise Of Enhanced Personal Accountability Under The Sarbanes-Oxley Act, Lisa M. Fairfax Jun 2002

Form Over Substance?: Officer Certification And The Promise Of Enhanced Personal Accountability Under The Sarbanes-Oxley Act, Lisa M. Fairfax

Faculty Scholarship

This article argues that the requirement under the Sarbanes-Oxley Act (the “Act”) that particular officers certify the accuracy of the financial information contained in their company’s periodic reports fails to alter significantly existing standards of liability for officers who signed or approved such reports prior to the Act’s passage. This failure creates cause for concern about the Act’s potential to meet its objectives. Indeed, the certification requirement represents one of the Act’s principal symbols of officer personal accountability. By demonstrating that the requirement may only be symbolic, my article questions whether the Act can impact the ...


The Gramm-Leach-Bliley Act, Information Privacy, And The Limits Of Default Rules, Edward J. Janger, Paul M. Schwartz Jun 2002

The Gramm-Leach-Bliley Act, Information Privacy, And The Limits Of Default Rules, Edward J. Janger, Paul M. Schwartz

Faculty Scholarship

No abstract provided.


Harmonization Of Disclosure Standards For Cross-Border Share Offerings: Approaching An "International Passport" To Capital Markets? (The Earl A. Snyder Lecture In International Law), J. William Hicks Apr 2002

Harmonization Of Disclosure Standards For Cross-Border Share Offerings: Approaching An "International Passport" To Capital Markets? (The Earl A. Snyder Lecture In International Law), J. William Hicks

Indiana Journal of Global Legal Studies

On March 1, 2001, Professor Hicks delivered the fifth annual Snyder Lecture at the University of Cambridge in the Lauterpacht Center for International Research.


Professionalism Consequences Of Law Firm Investments In Clients: An Empirical Assessment, Royce De R. Barondes Apr 2002

Professionalism Consequences Of Law Firm Investments In Clients: An Empirical Assessment, Royce De R. Barondes

Faculty Publications

This article examines two principal hypotheses: Hypothesis 1: Law firm investments in clients diminish the extent to which those law firms require issuers to disclose adverse information in IPO prospectuses. Hypothesis 2: Those law firms that are willing to invest in their clients are generally less aggressive in requiring their clients, in their IPOs, to disclose adverse information in their IPO prospectuses.


Enron And The Dark Side Of Worker Ownership, David K. Millon Apr 2002

Enron And The Dark Side Of Worker Ownership, David K. Millon

Scholarly Articles

None available.


The Sec's Role In The Global Era: How The Sec Will Protect U.S. Investors In Foreign Markets, Derek W. Kaczmarek Apr 2002

The Sec's Role In The Global Era: How The Sec Will Protect U.S. Investors In Foreign Markets, Derek W. Kaczmarek

Indiana Journal of Global Legal Studies

No abstract provided.


Determining The Materiality Of Earnings Forecasts Under The Private Securities Litigation Reform Act In Helwig V. Vencor, Hugh Beck Mar 2002

Determining The Materiality Of Earnings Forecasts Under The Private Securities Litigation Reform Act In Helwig V. Vencor, Hugh Beck

BYU Law Review

No abstract provided.


Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton Mar 2002

Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton

Michigan Law Review

When stock indices drop precipitously, when the startup companies fizzle out, and when it stops raining money on places like Wall Street and Silicon Valley, attention turns to downside contracting. Law and business lawyers, sitting in the back seat as mere facilitators on the upside, move up to the front and sometimes even take the wheel. The job is the same on both the upside and downside: to maximize the value of going concern assets. But what comes easily on the upside can be dirty work on the down, where assets need to be separated from dysfunctional teams of business ...


11th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law Feb 2002

11th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the UK/CLE 11th Biennial Midwest/Midsouth Securities Law Conference held in February 2002.


The Globalization Of Insider Trading Prohibitions, Franklin A. Gevurtz Jan 2002

The Globalization Of Insider Trading Prohibitions, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz Jan 2002

The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


Teoría General De La Prueba Judicial, Edward Ivan Cueva Jan 2002

Teoría General De La Prueba Judicial, Edward Ivan Cueva

Edward Ivan Cueva

No abstract provided.


La Contratación Privada Y La Emergencia Económica: Una Perspectiva Económica Y Jurídica, Martin Paolantonio Jan 2002

La Contratación Privada Y La Emergencia Económica: Una Perspectiva Económica Y Jurídica, Martin Paolantonio

Martin Paolantonio

A propósito de la legislación de emergencia económica luego de la crisis de 2001, un enfoque crítico de las soluciones adoptadas desde una perspectiva constitucional, contractual y económica


Los Fondos Comunes De Inversión Y La Emergencia Económica, Martin Paolantonio Jan 2002

Los Fondos Comunes De Inversión Y La Emergencia Económica, Martin Paolantonio

Martin Paolantonio

Análisis del impacto de la normativa de emergencia económica en la actuación de los fondos comunes de inversión, cubriendo aspectos sustanciales y procesales


Responsabilidad Del Administrador Y Sujeto Pagador En El Sistema De Tarjetas De Crédito, Martin Paolantonio Jan 2002

Responsabilidad Del Administrador Y Sujeto Pagador En El Sistema De Tarjetas De Crédito, Martin Paolantonio

Martin Paolantonio

Cuestiones sobre la responsabilidad contractual y extracontractual del administrador y sujeto pagador del sistema de tarjetas de crédito (nota a fallo)


Responsabilidad Civil Y El Prospecto De Oferta Pública De Valores Negociables (Decreto 677/01), Martin Paolantonio Jan 2002

Responsabilidad Civil Y El Prospecto De Oferta Pública De Valores Negociables (Decreto 677/01), Martin Paolantonio

Martin Paolantonio

Primer análisis en doctrina del art. 35 del decreto 677/01 y el régimen especial de responsabilidad civil por falencias informativas en el prospecto de emisión de valores negociables


The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez Jan 2002

The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Civil Liability And Remedies In Ohio Securities Transactions, Keith A. Rowley Jan 2002

Civil Liability And Remedies In Ohio Securities Transactions, Keith A. Rowley

Scholarly Works

The Ohio Securities Act (“OSA”) was enacted in 1913 to “guard [ ] investors against fraudulent enterprises, to prevent sales of securities based only on schemes purely speculative in character, and to protect the public from swindling peddlers of worthless stocks in mere paper corporations.” The OSA, which is administered by the Ohio Division of Securities (“Division”) and enforced by both the Division and private litigants, regulates the sale and purchase of securities in Ohio. The OSA and the rules and regulations promulgated pursuant to it by the Division are designed both to encourage compliance by those who might otherwise (intentionally or ...


Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton Jan 2002

Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.