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Securities Law Commons

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2012

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Institution
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Articles 1 - 30 of 93

Full-Text Articles in Securities Law

Social Proposals Under Rule 14a-8: A Fall-Back Remedy In An Era Of Congressional Inaction, Margaret V. Sachs Dec 2012

Social Proposals Under Rule 14a-8: A Fall-Back Remedy In An Era Of Congressional Inaction, Margaret V. Sachs

UC Irvine Law Review

No abstract provided.


The Misappropriation Theory In Light Of Carpenter And The Insider Trading And Securities Fraud Enforcement Act Of 1988, Mark A. Clayton Nov 2012

The Misappropriation Theory In Light Of Carpenter And The Insider Trading And Securities Fraud Enforcement Act Of 1988, Mark A. Clayton

Pepperdine Law Review

No abstract provided.


Legal Framework For Soviet Privatization, Olga Floroff, Susan Tiefenbrun Nov 2012

Legal Framework For Soviet Privatization, Olga Floroff, Susan Tiefenbrun

Pepperdine Law Review

No abstract provided.


Fair Funds And The Sec's Compensation Of Injured Investors, Verity Winship Nov 2012

Fair Funds And The Sec's Compensation Of Injured Investors, Verity Winship

Florida Law Review

The Fair Fund provision of Sarbanes-Oxley allows the SEC to distribute money penalties to injured investors, heralding a new compensatory role for the agency. The SEC has announced that it will direct money to injured investors whenever possible, but has not articulated clear priorities. This Article fills the gap by introducing terms of debate and proposing a framework for the SEC’s exercise of its discretion. The Article introduces the concept of “public class counsel,” a public actor that has the dual function of deterrence and victim compensation. The concept describes—and suggests limits to—the SEC’s role in a system in which …


Interpreting I.R.C. § 67(E): The Supreme Court's Attempt To Nail Investment Advisory Fees To The "Floor", Lindsay Roshkind Nov 2012

Interpreting I.R.C. § 67(E): The Supreme Court's Attempt To Nail Investment Advisory Fees To The "Floor", Lindsay Roshkind

Florida Law Review

No abstract provided.


In Honor Of Walter O. Weyrauch: The Ubiquity Of Greed: A Contextual Model For Analysis Of Scienter, Ann Morales Olazabal, Patricia Sanchez Abril Nov 2012

In Honor Of Walter O. Weyrauch: The Ubiquity Of Greed: A Contextual Model For Analysis Of Scienter, Ann Morales Olazabal, Patricia Sanchez Abril

Florida Law Review

Some securities fraud plaintiffs contend that greed—in the form of perpetuating a prestigious executive position, ensuring a gainful bonus, or maintaining the appearance of corporate profitability—is a bona fide motive evidencing scienter. But currently, no single judicial standard or analytical rubric guides the analysis of whether allegations of greed indicate scienter in these cases. The Private Securities Litigation Reform Act of 1995 (PSLRA) requiresthat the complaint state “with particularity” facts giving rise to a “strong inference” that the defendant acted with the scienter required for the cause of action. Plaintiffs have long established scienter through “motive and opportunity” pleading: facts …


The Elephant In The Room: Dangers Of Hedge Funds In Our Financial Markets, Dustin G. Hall Nov 2012

The Elephant In The Room: Dangers Of Hedge Funds In Our Financial Markets, Dustin G. Hall

Florida Law Review

Hedge funds are our modern titans of industry, and like their predecessors they now represent the best and the worst of the new global economy. These minimally regulated investment entities —in which historically only super-rich investors could have an interest —have recently had profound impacts on financial markets around the world. In early 1992, for example, George Soros, the now-famous hedge fund manager, made it big by using his hedge fund, Soros Fund Management LLC, to leverage a massive bet that the British pound would be ejected from the European Exchange Rate Mechanism. The bet reportedly earned Mr. Soros over …


The Saudi Securities Law: Regulation Of The Tadawul Stock Market, Issuers, And Securities Professionals Under The Saudi Capital Market Law Of 2003, Gouda, Bushra Ali Gouda Nov 2012

The Saudi Securities Law: Regulation Of The Tadawul Stock Market, Issuers, And Securities Professionals Under The Saudi Capital Market Law Of 2003, Gouda, Bushra Ali Gouda

Annual Survey of International & Comparative Law

On July 31, 2003, the late King Fahd of Saudi Arabia issued Royal Decree number M/3, officially announcing the constitutive law of the securities industry, the Capital Market Law, and leading the Saudi Kingdom into new territory: capital market regulation. For Saudi businessmen, as well as many attorneys, the question “what are securities laws?” is a fair one. Securities laws are the body of rules that regulate certain subjects and issues pertinent to trade in securities, such as the registration and listing of companies in the stock market, securities professionals, the operation of the securities markets, the regulation of investment …


Symposium Transcript, Selina K. Hewitt Nov 2012

Symposium Transcript, Selina K. Hewitt

Pepperdine Law Review

No abstract provided.


Reves Revisited, Janet Kerr, Karen M. Eisenhauer Nov 2012

Reves Revisited, Janet Kerr, Karen M. Eisenhauer

Pepperdine Law Review

No abstract provided.


Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman Nov 2012

Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman

Pepperdine Law Review

No abstract provided.


The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway Nov 2012

The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway

Pepperdine Law Review

No abstract provided.


Are Limited Liability Company Interests Securities?, Mark A. Sargent Nov 2012

Are Limited Liability Company Interests Securities?, Mark A. Sargent

Pepperdine Law Review

No abstract provided.


Collateral Participant Liability Under State Securities Laws, Douglas M. Branson Nov 2012

Collateral Participant Liability Under State Securities Laws, Douglas M. Branson

Pepperdine Law Review

No abstract provided.


Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge Nov 2012

Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge

Pepperdine Law Review

No abstract provided.


Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire Nov 2012

Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire

Pepperdine Law Review

No abstract provided.


Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt Nov 2012

Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt

Pepperdine Law Review

No abstract provided.


Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser Nov 2012

Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser

Pepperdine Law Review

No abstract provided.


Foreword, Marc I. Steinberg Nov 2012

Foreword, Marc I. Steinberg

Pepperdine Law Review

No abstract provided.


The New Uniform Statute Of Limitations For Federal Securities Fraud Actions: Its Evolution, Its Impact, And A Call For Reform, Anthony Michael Sabino Nov 2012

The New Uniform Statute Of Limitations For Federal Securities Fraud Actions: Its Evolution, Its Impact, And A Call For Reform, Anthony Michael Sabino

Pepperdine Law Review

No abstract provided.


Beyond Morrison: The Effect Of The "Presumption Against Extraterritoriality" And The Transactional Test On Foreign Tender Offers, Vladislava Soshkina Nov 2012

Beyond Morrison: The Effect Of The "Presumption Against Extraterritoriality" And The Transactional Test On Foreign Tender Offers, Vladislava Soshkina

William & Mary Law Review

No abstract provided.


Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers Nov 2012

Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers

Pepperdine Law Review

No abstract provided.


How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers Nov 2012

How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers

Pepperdine Law Review

No abstract provided.


Basel Iii And Credit Risk Measurement: Variations Among G20 Countries, Matt Schlickenmaier Nov 2012

Basel Iii And Credit Risk Measurement: Variations Among G20 Countries, Matt Schlickenmaier

San Diego International Law Journal

Most countries require banks to hold extra capital to protect against unforeseen financial calamities; banks with riskier loans must hold more capital than those with safer loans. Basel II, a set of international banking standards, allows banks to measure a loan’s risk in different ways: some banks make their own judgments; others use outside agencies. The recent mortgage crisis prompted banks to reevaluate these methods, in part due to banks having failed to perceive the high level of risk inherent in securitized mortgages. The international community’s response was Basel III, an updated version of its previous standards. This Comment will …


Death In One Act: The Case For Company Registration, Michael Mcdonough Oct 2012

Death In One Act: The Case For Company Registration, Michael Mcdonough

Pepperdine Law Review

No abstract provided.


An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings Oct 2012

An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings

Pepperdine Law Review

No abstract provided.


Protecting The Public, Not Anyone's Turf: The Unlicensed Practice Of Law In Securities Arbitration , John P. Cleary Oct 2012

Protecting The Public, Not Anyone's Turf: The Unlicensed Practice Of Law In Securities Arbitration , John P. Cleary

Pepperdine Law Review

No abstract provided.


The New Crowdfunding Registration Exemption: Good Idea, Bad Execution, Stuart R. Cohn Oct 2012

The New Crowdfunding Registration Exemption: Good Idea, Bad Execution, Stuart R. Cohn

Florida Law Review

Title III of the JOBS Act, signed by President Obama on April 5, 2012, sets forth a new exemption from federal and state securities registration for so-called “crowdfunding” promotions. Crowdfunding is an increasingly popular form of raising capital through broad-based internet solicitation of donors. Many promotions simply seek charitable or other donations. But the lure of raising funds through the internet has also led to promotions for potentially profitable ventures that offer an economic return to donors. These efforts invoke the federal and state securities laws, as there are no de minimis standards protecting even the smallest of offerings. Registration …


A Framework For Analyzing Attorney Liability Under Section 10(B) And Rule 10b-5, Gary M. Bishop Oct 2012

A Framework For Analyzing Attorney Liability Under Section 10(B) And Rule 10b-5, Gary M. Bishop

The University of New Hampshire Law Review

[Excerpt] “Lawyers who make their living representing securities issuers face a myriad of challenges. Securities lawyers must navigate and master an intricate body of statutory, regulatory, and case law at both the state and the federal level and ensure that their clients comply with the law. The compliance requirement, however, is not limited to the issuer clients. Defrauded investors will often seek recovery of their losses from both the issuer of the failed investment securities and from the lawyers who represent the issuer, which only exacerbates the complexity of the securities lawyer’s work. These securities fraud actions against lawyers raise …


Selling Advice And Creating Expectations: Why Brokers Should Be Fiduciaries, Arthur B. Laby Oct 2012

Selling Advice And Creating Expectations: Why Brokers Should Be Fiduciaries, Arthur B. Laby

Washington Law Review

Investors face a dizzying array of choices regarding where to invest their funds and increasingly rely on experts for advice. Most advice about securities is provided by investment advisers or broker-dealers, legal categories with little meaning to most people but fraught with consequences. Although advisers and brokers often perform the same function, advisers are subject to a strict fiduciary standard to act in their clients’ best interest while brokers are subject to a less rigorous standard of suitability to ensure that their recommendations are suitable for customers. In 2010, the Dodd-Frank Act authorized the U.S. Securities and Exchange Commission (SEC) …