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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
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
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
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
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
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
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
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
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
Reves Revisited, Janet Kerr, Karen M. Eisenhauer
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
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
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
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
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Pepperdine Law Review
No abstract provided.
Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge
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
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
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
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Pepperdine Law Review
No abstract provided.
Foreword, Marc I. Steinberg
The New Uniform Statute Of Limitations For Federal Securities Fraud Actions: Its Evolution, Its Impact, And A Call For Reform, Anthony Michael Sabino
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
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
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
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
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
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
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
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
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
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
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) …