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Full-Text Articles in Securities Law
Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review
Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review
Michigan Law Review
The Securities Act of 1933 and the Securities Exchange Act of 1934 require most major corporations to disclose to investors all material information concerning company operations. Although they were not intended to regulate the conduct of business, these disclosure obligations can have a deterrent effect upon improper corporate activities. The recent revelation that a significant number of corporations have been making bribes and similar payments abroad has created interest in the feasibility of employing the disclosure requirements to curtail this practice. This Note will show that, despite recent pressures for change, the Securities and Exchange Commission has continued to view …
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Michigan Law Review
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Michigan Law Review
Michigan Law Review
This Note engages in such a reassessment. It contends, first, that appraisal has not been an unreasonable burden on corporations and that adjustments in the appraisal procedure can eliminate remaining inequities. Next, it asserts that the stock market exception inadequately protects the dissenting shareholder, since a market might, for a variety of reasons, price a shareholder's stock at less than its intrinsic value. Finally, this Note concludes that an appraisal procedure with modifications, and not the stock market exception, reflects the appropriate balance of corporate and shareholder interests.
Financial Disclosure By Small Corporations, Russell J. Bruemmer
Financial Disclosure By Small Corporations, Russell J. Bruemmer
University of Michigan Journal of Law Reform
This note will focus upon the desirability of compelling financial disclosure by corporations not subject to control under the existing federal securities legislation, which includes the vast majority of American corporations. While differing in degree and extent of application to corporations of varying sizes, the benefits derived from disclosure by large, widely-held corporations would also be obtained when disclosure is made by smaller, less widely-held corporations. The extension of federal or state disclosure requirements to corporations of all sizes and ownership dispersions, requiring them to place financial information before their shareholders at least once each year, is suggested.