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Full-Text Articles in Securities Law
Merrill Lynch V. Dabit: Federal Preemption Of Holders' Class Actions, Mark J. Loewenstein
Merrill Lynch V. Dabit: Federal Preemption Of Holders' Class Actions, Mark J. Loewenstein
Publications
No abstract provided.
The Corporation As Insider Trader, Mark J. Loewenstein, William K.S. Wang
The Corporation As Insider Trader, Mark J. Loewenstein, William K.S. Wang
Publications
With regard to issuer purchases, some of the traditional policy rationales against insider trading do not apply or apply with less force. Nevertheless, courts, commentators, and the SEC have all stated or assumed that a public corporation violates rule 10b-5 by buying its own shares in the market based on material, nonpublic information. In rule 10b-5 cases involving face-to-face transactions, several circuit courts have ruled that the company may not purchase its own stock based on material information not known to the seller. No good reason exists not to apply these precedents to stock market trades by issuers, especially because …
The Supreme Court, Rule 10b-5, And The Federalization Of Corporate Law, Mark J. Loewenstein
The Supreme Court, Rule 10b-5, And The Federalization Of Corporate Law, Mark J. Loewenstein
Publications
This Article examines Supreme Court jurisprudence since 1997 under the federal securities laws in light of the Court's earlier securities law decisions and in light of its recent decisions construing the Constitution and federal statutes as they relate to the regulation of business. These post-1977 cases strongly suggest that the much-heralded new federalism philosophy of the Supreme Court is not a factor in securities law cases or in business cases generally. Indeed, the opposite seems to be the case. In this context, new federalism cases appear to be an anomaly, with the reality being that the Court is still as …
The Wharf (Holdings) Ltd. V. United International Holdings, Inc.: The Supreme Court Breaks Old Ground, Mark J. Loewenstein
The Wharf (Holdings) Ltd. V. United International Holdings, Inc.: The Supreme Court Breaks Old Ground, Mark J. Loewenstein
Publications
This article analyzes the Supreme Court's decision to decide only one federal securities law case, The Wharf (Holdings) Ltd. v. United International Holdings, Inc. On the face of it, the Court simply affirmed long-standing, uncontroversial tenets of Rule 10b-5. However, the article provides different explanations to the Court's decision.
Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein
Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein
Publications
The passage of the Williams Act in 1968 added a set of provisions to the Securities Exchange Act of 1934 to govern tender offers. In this article, Professor Loewenstein examines the antifraud provision of the Williams Act, codified as section 14(e) of the Securities Exchange Act of 1934, and the development of decisional law under it. After discussing the propriety of inferring a private cause of action from section 14(e), Professor Loewenstein argues that the judiciary's reliance on rule 10b-5 precedents to set the bounds of the 14(e) cause of action is unwarranted. He concludes: 1) that scienter should not …
Implied Contribution Under The Federal Securities Laws: A Reassessment, Mark J. Loewenstein
Implied Contribution Under The Federal Securities Laws: A Reassessment, Mark J. Loewenstein
Publications
No abstract provided.