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Articles 31 - 57 of 57
Full-Text Articles in Securities Law
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
Faculty Scholarship
This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other …
Securities Analysts' Undisclosed Conflicts Of Interest: Unfair Dealing Or Securities Fraud?, Jill I. Gross
Securities Analysts' Undisclosed Conflicts Of Interest: Unfair Dealing Or Securities Fraud?, Jill I. Gross
Elisabeth Haub School of Law Faculty Publications
This article addresses recent regulatory efforts to proscribe undisclosed conflicts of interest beyond mere scalping, including ownership interests in recommended securities, and the compensation connection between analysts and investment bankers within a firm. Part III of this article traces the history of prior cases imposing liability on industry participants, including investment advisers, analysts and others, for failing to disclose their conflicts of interest when recommending securities. Part IV of this article then examines the question of whether analysts have any civil liability to those relying on their recommendations for failure to disclose actual or potential conflicts of interest. Finally, the …
The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez
The Professional Obligations Of Securities Brokers Under Federal Law: An Antidote For Bubbles?, Steven A. Ramirez
Faculty Publications & Other Works
No abstract provided.
Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward B. Rock
Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward B. Rock
All Faculty Scholarship
No abstract provided.
Enron's Legislative Aftermath: Some Reflections On The Deterrence Aspects Of The Sarbanes-Oxley Act Of 2002, Michael A. Perino
Enron's Legislative Aftermath: Some Reflections On The Deterrence Aspects Of The Sarbanes-Oxley Act Of 2002, Michael A. Perino
Faculty Publications
Since Enron's implosion, an astounding string of accounting scandals have stunned the securities markets. Global Crossing, WorldCom, Adelphia, and a host of other companies have seen plummeting share prices and SEC and criminal investigations. Congress's reaction has been equally stunning and surprisingly swift. It passed with near unanimity the Sarbanes-Oxley Act of 2002 (the "SOA" or the "Act"), and President Bush quickly signed it into law. The President billed the Act as one of the "the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt." While the SOA is certainly lengthy, with eleven titles and …
Another Look At 401(K) Plan Investments In Employer Securities, 35 J. Marshall L. Rev. 539 (2002), Susan J. Stabile
Another Look At 401(K) Plan Investments In Employer Securities, 35 J. Marshall L. Rev. 539 (2002), Susan J. Stabile
UIC Law Review
No abstract provided.
Regulation Fd's Effect On Fixed-Income Investors: Is The Public Protected Or Harmed?, Michael A. Harrison
Regulation Fd's Effect On Fixed-Income Investors: Is The Public Protected Or Harmed?, Michael A. Harrison
Indiana Law Journal
No abstract provided.
Semerenko V. Cendant Corp.: The Third Circuit Clarifies The Securities Exchange Commission's Rule 10b-5 In The Context Of Public Misrepresentations, Anna Mae Maloney
Semerenko V. Cendant Corp.: The Third Circuit Clarifies The Securities Exchange Commission's Rule 10b-5 In The Context Of Public Misrepresentations, Anna Mae Maloney
Villanova Law Review
No abstract provided.
Leaving Money On The Table: Do Institutional Investors Fail To File Claims In Securities Class Actions?, Randall Thomas, James D. Cox
Leaving Money On The Table: Do Institutional Investors Fail To File Claims In Securities Class Actions?, Randall Thomas, James D. Cox
Vanderbilt Law School Faculty Publications
In this paper, we examine the role of institutional investors in securities fraud class actions. We begin by surveying the first five years of experience with the Lead Plaintiff provision of the Private Securities Litigation Reform Act (PSLRA). In particular, we look at those cases where the lead plaintiff position has been contested and the outcome of those disputes. We find that institutional investors have been very successful in obtaining the position of lead plaintiff where they have sought it, but that there are a number of cases where they were unsuccessful. In part two of the paper, we dissect …
Making It Up As They Go Along: The Role Of Law In Securities Arbitration, Barbara Black, Jill I. Gross
Making It Up As They Go Along: The Role Of Law In Securities Arbitration, Barbara Black, Jill I. Gross
Elisabeth Haub School of Law Faculty Publications
What is the current role of the law in securities arbitration? Given the difficulties investors would encounter in pleading and proving their claims in court, they may well be better off in a system where less attention is paid to the law and more to the equities of the actual dispute before the arbitration panel. While this is not a system where accountability and predictability of results can be achieved, investors may, in fact, fare better than they might expect. It follows then that if equitable considerations enhance rather than subtract from investors' chances of recovery, then investors need not …
Clearer Skies For Investors: Clearing Firm Liability Under The Uniform Securities Act
Clearer Skies For Investors: Clearing Firm Liability Under The Uniform Securities Act
San Diego Law Review
Securities fraud poses a major threat to the financial security of millions of investors. Stock fraud and the brokerage firms perpetrating it thrive, bilking investors out of millions of dollars annually. The North American Securities Administrators Association (NASAA), an association comprised of state and regional securities regulators, estimates that investors lose $6 billion a year to investment fraud, including micro-cap stock fraud.1 In 2000, Bradley Skolnick, the Indiana Securities Commissioner and former head of the NASAA, stated that boiler rooms were “the single greatest source of investment scams.” Yet defrauded investors are unlikely to recover funds lost to fraud, because …
Securities Regulation: Protecting Auditor Independence From Non-Audit Services - An Evolving Standard, Mark Allan Worden
Securities Regulation: Protecting Auditor Independence From Non-Audit Services - An Evolving Standard, Mark Allan Worden
Oklahoma Law Review
No abstract provided.
Civil Liability And Remedies In Ohio Securities Transactions, Keith A. Rowley
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 …
And The Winner Is - Interpreting The Lead Plaintiff And The Lead Counsel Provisions Of The Private Securities Litigation Reform Act Of 1995, Ashe P. Puri
Villanova Law Review
No abstract provided.
From Monopolists To Markets?: A Political Economy Of Issuer Choice In International Securities Regulation, Frederick Tung
From Monopolists To Markets?: A Political Economy Of Issuer Choice In International Securities Regulation, Frederick Tung
Faculty Scholarship
It is ironic that during a time of corporate scandal and regulatory soul searching, one of the most spirited debates among corporate and securities law scholars has focused on reform proposals for international securities regulation that essentially call for corporate self-regulation. Scholars have called for international regulatory competition in securities law, arguing that each issuer of securities should be able to pick its own securities regulatory regime. While these "issuer choice" proponents argue for a diversity of and competition among securities laws of the various nations, their proposals also ironically depend on uniformity - or at least international consensus - …
Sovereign Bonds And The Collective Will, Lee C. Buchheit, G. Mitu Gulati
Sovereign Bonds And The Collective Will, Lee C. Buchheit, G. Mitu Gulati
Faculty Scholarship
No abstract provided.
The Roles Of Individuals In Ucc Reform: Is The Uniform Law Process A Potted Plant? The Case Of Revised Ucc Article 8, Charles W. Mooney Jr.
The Roles Of Individuals In Ucc Reform: Is The Uniform Law Process A Potted Plant? The Case Of Revised Ucc Article 8, Charles W. Mooney Jr.
All Faculty Scholarship
No abstract provided.
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
All Faculty Scholarship
No abstract provided.
Short-Form Mergers In Delaware, Marc I. Steinberg
Short-Form Mergers In Delaware, Marc I. Steinberg
Faculty Journal Articles and Book Chapters
This article analyzes the ramifications of the Delaware Supreme Court's decision in Glassman v. Unocal Exploration Corp. that limited a minority shareholder's remedy in the short-form merger context normally to that of appraisal. This decision stands in marked contrast to the invocation of the entire fairness test that applies in parent-subsidiary long-form mergers. Nonetheless, important issues remain outstanding after Glassman, including the continued critical role of adequate disclosure, the determination of fair value, the viability of the "loss state remedy" theory, a parent corporation's increased use of the tender offer as a means to consummate a short-form merger, and the …
Are Judges Motivated To Create "Good" Securities Fraud Doctrine?, Donald C. Langevoort
Are Judges Motivated To Create "Good" Securities Fraud Doctrine?, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
‘How Do Judges Maximize? (The Same Way Everybody Else Does – Boundedly): Rules of Thumb in Securities Fraud Opinions’, by Stephen M. Bainbridge and G. Mitu Gulati, confronts the reader with a theory about judicial behavior in the face of complex, "unexciting" cases such as those involving securities fraud. The story is simple: few judges find any opportunity for personal satisfaction or enhanced reputation here, so they simply try to minimize cognitive effort, off-loading much of the work that has to be done to their clerks. The evidence that Bainbridge and Gulati offer is the creation of some ten or …
Statutes With Multiple Personality Disorders: The Value Of Ambiguity In Statutory Design And Interpretation, Joseph A. Grundfest, Adam C. Pritchard
Statutes With Multiple Personality Disorders: The Value Of Ambiguity In Statutory Design And Interpretation, Joseph A. Grundfest, Adam C. Pritchard
Articles
Ambiguity serves a legislative purpose. When legislators perceive a need to compromise they can, among other strategies, "obscur[e] the particular meaning of a statute, allowing different legislators to read the obscured provisions the way they wish." Legislative ambiguity reaches its peak when a statute is so elegantly crafted that it credibly supports multiple inconsistent interpretations by legislators and judges. Legislators with opposing views can then claim that they have prevailed in the legislative arena, and, as long as courts continue to issue conflicting interpretations, these competing claims of legislative victory remain credible. Formal legal doctrine, in contrast, frames legislative ambiguity …
Who Cares?, Adam C. Pritchard
Who Cares?, Adam C. Pritchard
Articles
Jim Cox and Randall Thomas have identified an interesting phenomenon in their contribution to this symposium: institutional investors seem to be systematically "leaving money on the table" in securities fraud class actions. For someone who approaches legal questions from an economic perspective, the initial response to this claim is disbelief. As the joke goes, economists do not bend over to pick up twenty-dollar bills on the street. The economist knows that the twenty dollars must be an illusion. In a world of rational actors, someone else already would have picked up that twenty-dollar bill, so the effort spent bending over …
Muddy Rules For Securitization Transactions, Edward J. Janger
Muddy Rules For Securitization Transactions, Edward J. Janger
Faculty Scholarship
No abstract provided.
Wojtylan Insight Into Love And Friendship: Shared Consciousness And The Breakdown Of Solidarity, Scott Fitzgibbon
Wojtylan Insight Into Love And Friendship: Shared Consciousness And The Breakdown Of Solidarity, Scott Fitzgibbon
Scott T. FitzGibbon
There is a fundamental clash in contemporary society between, on the one hand, an orthodox Christian understanding of human dignity and of what is required of us if we are to respect and honour the dignity of every human being and, on the other hand, a secularist vision of human existence. In his great Encyclical Evangelium Vitae, 'The Gospel of Life', Pope John Paul II identified as the practical expression of this clash the conflict between what he called the 'culture of life' and the 'culture of death'. The present volume explores the roots of the two cultures, contemporary manifestations …
La Emergencia Económica Y El Derecho Del Consumidor, Martin Paolantonio
La Emergencia Económica Y El Derecho Del Consumidor, Martin Paolantonio
Martin Paolantonio
Análisis de los efectos negativos de la legislación de emergencia económica y su separación conceptual de la normativa de tutela del consumidor
Marriage And The Good Of Obligation, Scott T. Fitzgibbon
Marriage And The Good Of Obligation, Scott T. Fitzgibbon
Scott T. FitzGibbon
Marriage is obligatory. This is not to say, of course, that bachelorhood must be avoided or that everyone ought to get married. The point, rather, is that those who do wed form a relationship which embraces obligation as a fundamental component ("commitment norms," as Professor Elizabeth Scott has put it). This article aims to show why this is a good thing, and fundamentally so. Marriage and other affiliations, it seems, may involve obligation in two basic ways. The first way is instrumentally. The projects of married life require long-term commitment and fixity of purpose: raising children and paying off the …