Securities Law Commons^™

From "Shoeless" Joe Jackson To Ivan Boesky: A Sporting Response To Law And Economics Criticism Of The Regulation Of Insider Trading, Donald Arthur Winslow, Seth C. Anderson

Kentucky Law Journal

No abstract provided.

Insider Trading In A Globalizing Market: Who Should Regulate What?, Merritt B. Fox

Faculty Scholarship

Trading by an insider on the basis of material non-public corporate information violates the securities laws of the United States and of many, but not all, other countries. As the market for securities becomes increasingly global, the question of whose rules should apply to any particular transaction will arise with increasing frequency. This article addresses that question.

Each country's regime concerning insider trading – which transactions, if any, to ban, and how to do so – has largely evolved through consideration of transactions that are entirely domestic in character and impact. In these transactions, the issuer's state of incorporation and …

The Regulation Of Insider Trading In The European Community, Manning Gilbert Warren Iii

Washington and Lee Law Review

No abstract provided.

Liquidity Versus Control: The Institutional Investor As Corporate Monitor, John C. Coffee Jr.

Faculty Scholarship

Within academia, paradigm shifts occur regularly, some more important than others. As the takeover wave of the 1980s ebbs, a significant shift now appears to be in progress in the way the public corporation is understood. Above all, the new thinking emphasizes that political forces shaped the modern corporation. While the old paradigm saw the structure of the corporation as the product of a Darwinian competition in which the most efficient design emerged victorious, this new perspective sees political forces as constraining that evolutionary process and possibly foreclosing the adoption of a superior organizational form. Thus, my colleague Professor Mark …

The Insider Trading And Securities Fraud Enforcement Act: Has Congress Supplied A Limitations Period Appropriate For Use In Private 10b-5 Actions?, David J. Guin, David R. Donaldson

Washington and Lee Law Review

No abstract provided.

Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas

Vanderbilt Journal of Transnational Law

This Note addresses the globalization of the world financial securities markets and the potential for fraud in these expanded markets. The author considers actual cases of insider trading that have crossed national borders and the enforcement problems such cases raise. The author analyzes the first significant response by the United States Congress to these problems and concludes that the response is inadequate. Congress recognizes the incredible pace of evolution of the world financial markets, but is slow to address this process. The SEC offered serious proposals to Congress--proposals that apparently have bipartisan support--and Congress failed to act on these proposals …

7th Annual Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, H. Alexander Campbell, Rutheford B. Campbell Jr., Ivan M. Diamond, Fredrich H. Thomforde, Frederic H. Davis, Cynthia W. Young, C. Craig Bradley Jr, David W. Harper, Gary L. Stage, Garrison R. Cox

Continuing Legal Education Materials

Materials from the UK/CLE 7th Annual Seminar on Securities Law held February 12-13, 1988.

Chinese Wall Or Emperor's New Clothes? Regulating Conflicts Of Interest Of Securities Firms In The U.S. And The U.K., Norman S. Poser

Michigan Journal of International Law

This article has two principal theses. The first is that, while Chinese Walls of securities firms are undoubtedly useful in some instances in preventing the flow of confidential information, the evidence that they actually do this is insufficient to justify basing a legal defense on the existence of a wall in a particular firm. In fact, it is difficult to avoid the conclusion that at some firms the Chinese Wall is nothing but a convenient fiction aimed at avoiding liability for market abuses. The article's second thesis is that the isolation of information within a department of a firm which …

Risk Arbitrage And Insider Trading: A Functional Analysis Of The Fiduciary Concept Under Rule 10b-5, Laurence A. Steckman

Touro Law Review

No abstract provided.

The Regulation Of Insider Trading In The United States, United Kingdom, And Japan, Barbara Ann Banoff

Michigan Journal of International Law

Part I of this article will briefly discuss the American laws regulating insider trading; Part II will discuss the law of the United Kingdom; and Part III will discuss the regulation-or, more accurately, the non-regulation-of insider trading in Japan.

Survey Of National Legislation Regulating Insider Trading, Mary J. Houle

Michigan Journal of International Law

In recent years much attention has been focused on the phenomenon of "insider trading." The United States Securities and Exchange Commission (SEC) now appears to have wide-spread public support for its hard-line approach toward insider trading practices. Previously hostile to a broad prohibition of insider trading, even the Supreme Court has lent a sympathetic ear to the pleas of the SEC in the recent Carpenter case, which hinted at support for the misappropriation theory of insider trading. The prevailing attitude is that confidence in the fair operation of the securities markets must not be undermined by insiders who deprive those …

"All Cretans Are Liars": The Fight Against Corporate Crime, John Flood

Articles by Maurer Faculty

No abstract provided.

Hush: The Criminal Status Of Confidential Information After Mcnally And Carpenter And The Enduring Problem Of Overcriminalization, John C. Coffee Jr.

Faculty Scholarship

Each of the last three decades has witnessed an intense public reaction to a distinctive type of "white collar" crime. In the early 1960's, public attention was riveted by the Electrical Equipment conspiracy and the image of senior corporate executives of major firms meeting clandestinely to fix prices. In the mid-1970's, the focus shifted to corporate bribery, as the media ran daily stories regarding questionable payments abroad and illegal political contributions at home. The representative white collar crime of the 1980's is undoubtedly "insider trading." The archetype of this new kind of criminal in the public's mind is Ivan Boesky …

The Ethics Of Insider Trading, Gary S. Lawson

Faculty Scholarship

The quickest way to become famous is often to become infamous, as arbitrageur Ivan Boesky has recently discovered. Prior to November 1986, Mr. Boesky was well-known within the financial community, but largely unknown outside it. That changed dramatically following revelations that he and Dennis Levine, a merger specialist with the investment banking firm of Drexel Burnham Lambert, Inc., had made tens of millions of dollars in the stock market by using Mr. Levine's advance knowledge of impending takeovers by Drexel clients. Today, after disgorging $50 million in profits, paying $50 million in penalties, and receiving a jail sentence, Mr. Boesky …

Logical Inconsistencies In The Sec's Enforcement Of Insider Trading: Guidelines For A Definition

Washington and Lee Law Review

No abstract provided.

Closing A Loophole: Insider Trading In Standardized Options, Steve Thel

Fordham Urban Law Journal

This article is a Commentary on a previous Note published in the Fordham Urban Law Journal (Note, Insiders, Options and the Fiduciary Principle: A Rule 10b-5 Loophole, 16 Fordham Urb. L.J. 295 (1988)). The Note argued that the Supreme Court has expressly endorsed only one theory of insider trading liability, in Chiarella v. United States. By the simple expedient of trading options on common stock rather than the common stock itself, an insider can escape Rule 10b-5 liability under Chiarella.

Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, James A. Kegley, H. Alexander Campbell, Gary L. Stage, Ralston W. Steenrod, James C. Strode, Robert P. Ross, Gerald R. Martin, C. Christopher Trower, Willburt D. Ham, Ronda S. Paul, Rodger A. Marting, Oscar N. Persons, Francesca Marciniak, O. Wayne Davis, Rutheford B. Campbell Jr.

Continuing Legal Education Materials

Materials from the UK/CLE Seminar on Securities Law held February 14-15, 1986.

The Insider Trading Sanctions Act Of 1984: Does The Itsa Authorize The Sec To Issue Administrative Bars?

Washington and Lee Law Review

No abstract provided.

Penalizing Insider Trading: A Critical Assessment Of The Insider Trading Sanctions Act Of 1984, Carole Silver

Articles by Maurer Faculty

No abstract provided.

The Effect Of Insider Trading Rules On The Internal Efficiency Of The Large Corporation, Robert J. Haft

Michigan Law Review

Academics have hotly debated these justifications for years, and none of the three has achieved universal acclaim. This Article suggests another perspective: Prohibiting insider trading may enhance business decision-making in large corporations. With the exception of proponents of the Business Property view, analysts have focused on how an insider trading rule affects the national securities markets and traders in those markets. The internal governance of the large corporation is a different matter, one deserving separate consideration.

Damages For Insider Trading In The Open Market: A New Limitation On Recovery Under Rule 10b-5, John B. Grenier

Vanderbilt Law Review

The Elkind court's adoption of a "disgorgement measure" of damages for insider trading on undisclosed misrepresented material information in the open market is basically sound. In allowing compensation to the extent practicable, the Second Circuit chose the best solution among the available alternatives. The decision's paramount problems arise in its shifted emphasis to deterrence; the court has neither provided plaintiffs with a sufficient incentive to sue nor created the level of deterrence that some cases might require. Future courts, however, can remedy this situation if they follow Elkind and also award punitive damages in cases in which plaintiffs' losses exceed …

Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis

Publications

No abstract provided.

A Framework For The Allocation Of Prevention Resources With A Specific Application To Insider Trading, Michigan Law Review

Michigan Law Review

This Note enumerates and analyzes the three principal forces that induce individuals to abide by societal laws. These forces, or elements of effective prevention, are then combined to form a framework of general deterrence that both identifies the areas in which society can introduce resources into the prevention plan and explains in a general manner what the effect of particular expenditures will be. In the final section of the Note, the framework is applied to a specific prohibited activity-insider trading in securities-to exemplify its utility in determining more effective applications of prevention resources.

Extraterritorial Application Of Section 16(B) Of The Securities Exchange Act Of 1934-Wagman V. Astle, 380 F. Supp. 497 (S.D.N.Y. 1974)

Washington and Lee Law Review

No abstract provided.

Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review

Michigan Law Review

This Note will discuss the inquiries encompassed by the "possibility of abuse" test. It will also evaluate whether the test is properly employed only in determining that an unorthodox transaction is or is not a "purchase" or "sale" or whether the test could better be used as a threshold inquiry in all cases.

A Rejoinder To Mr. Ferber, Henry G. Manne

Vanderbilt Law Review

No congressman would tell his constituents, "you may be losing money by SEC regulation, but that is irrelevant, since the men down there are serving a higher moral order." The truth of the matter is that there need be no conflict between good economics and good morality. The confusion arises when the attempt is made to substitute superficial ideas of morality for fundamental economic doctrine. Clearly every decision has an economic impact just as it has moral implications. But how can one judge the moral content or desirability of an act of economic regulation without knowing the effects of it?

Insider Trading And The Law Professors, Henry G. Manne

Vanderbilt Law Review

When Insider Trading and the Stock Market' appeared in November, 1966, I was fully prepared for a goodly amount of disagreement. I was not prepared however for the emotional, almost hostile response my book received from some members of the academic community. This is not to say that all the reviews by law professors were unsympathetic and emotional in tone. Indeed the majority of them were not, and while critical reviews outnumbered favorable ones, most were in some degree mixed, and the tone was generally scholarly, impersonal, and in many cases constructive But the response to my book in the …

The Case Against Insider Trading: A Response To Professor Manne, David Ferber

Vanderbilt Law Review

Professor Manne's article appears to be largely an attack on critics of his book Insider Trading and the Stock Market. I must confess I have not read his book. I did, however, read an earlier article by Professor Manne attacking the position of the Commission in the Texas Gulf case, and I once participated in a forum at which Professor Manne expressed his view that inside information should be something that a corporate official might sell. I disagree with Professor Manne's basic position that "[t]he debatable aspects of insider trading are capable of resolution through tools of economic analysis,"' as …

Manne: Insider Trading And The Stock Market, Harold Marsh Jr.

Michigan Law Review

A Review of Insider Trading and the Stock Market by Henry G. Manne