Securities Law Commons^™

Conversion Of Customers' Property By Securities Professionals: The Applicabilty Of Rule 10b-5 In The "Contraction Era"

Washington and Lee Law Review

No abstract provided.

Section 20(A) Or Respondeat Superior?: An Update

Washington and Lee Law Review

No abstract provided.

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

Washington and Lee Law Review

No abstract provided.

City National Bank V. American Commonwealth Financial Corp: The Application Of Rule 10b-13 Of The Securities Exchange Act Of 1934 To Executory Contracts

Washington and Lee Law Review

No abstract provided.

The Second Circuit's Approach To The "In Connection With" Requirement Of Rule 10b-5, Barbara Black

Faculty Articles and Other Publications

This Commentary examines the evolution of the "in connection with" requirement within the Second Circuit, focusing on cases decided in the 1985-86 term. It attempts to illustrate the direction the Circuit has taken in dealing with complex issues of securities fraud.

Racketeer Influenced And Corrupt Organizations (Rico)—Securities And Commercial Fraud As Racketeering Crime After Sedima: What Is A "Pattern Of Racketeering Activity"?, Barbara Black

Faculty Articles and Other Publications

Congress enacted the Racketeer Influenced and Corrupt Organizations Act (RICO) in 1970 in order to stem the infiltration and corruption of legitimate businesses by organized crime. During the 1970's, civil litigants virtually ignored the statute, but in the 1980's the utility of RICO's civil provisions has come to be generally recognized. Attorneys representing the victims of securities and commercial fraud now routinely add a claim alleging a RICO violation. Ii It is the attractiveness of the remedy - the successful plaintiff's recovery of treble damages and attorney's fees - that has led to this ever increasing use of RICO.

To …

Tax Shelter As A Security: The Use Of Tax Returns In A 10b-5 Action, Risa A. Levine

Fordham Urban Law Journal

This student note examines the consequences to investors who initially invest through tax shelters, and whose investments later fail, resulting in liability. The author questions policy for treating those investments in a similar manner to other securities fraud, by looking at the history and procedure of a 10b-5 private cause of action. Tax returns can be used to evaluate the liability and penalties for SEC actions and the ensuing private actions. The author concludes that because 10b-5 actions are judicially created, they must be carefully cabined and screened for reliable indications of harm to the investor. Tax returns should be …

Insider Trading And The Insider Trading Sanctions Act Of 1984: New Wine Into New Bottles?, David M. Brodsky

Washington and Lee Law Review

No abstract provided.

Oral Misrepresentations At "Roadshows" And In Other Settings: Illusory Liability Under Rule Lob-57

Washington and Lee Law Review

No abstract provided.

Negligence Vs. Scienter: The Proper Standard Of Liability For Violations Of The Antifraud Provisions Regulating Tender Offers And Proxy Solicitations Under The Securities Exchange Act Of 1934

Washington and Lee Law Review

No abstract provided.

Application Of Respondeat Superior Principles To Securities Fraud Claims Under The Racketeer Influenced And Corrupt Organizations Act (Rico), Barbara Black

Faculty Articles and Other Publications

Part I of this article outlines RICO's statutory scheme, reviews the common law doctrines under which a principal may be liable for the acts of its agent and the policies behind these doctrines, and examines RICO decisions raising the issue of vicarious liability. Part II examines non-RICO federal cases and identifies relevant factors determining the appropriateness of applying respondeat superior and agency principles to federal statutes. Finally, Part III analyzes the specific provisions of RICO in light of the factors identified in Part II. The article concludes that these factors do not support the imposition of liability on defendants other …

Takeover Developments -Defining "Tender Offer" And "Manipulation" Under The Williams Act

Washington and Lee Law Review

No abstract provided.

Hostile Tender Offers And Injunctive Relief For 14(E) Manipulation Claims: Developments After Mobil Corp. V. Marathon Oil Co.

Washington and Lee Law Review

No abstract provided.

The Existence Of Implied Private Rights Of Action Under Section 17(A) Of The 1933 Securities Act

Washington and Lee Law Review

No abstract provided.

The Sec's Version Of The Efficient Market Theory And Its Impact On Securities Law Liabilities, Marvin G. Pickholz, Edward B. Horahan Iii

Washington and Lee Law Review

No abstract provided.

Implied Private Rights Of Action Under Section 6(B) Of The Securities Exchange Act Of 1934

Washington and Lee Law Review

No abstract provided.

Federal Securities Regulation - Rule 10b-5 - Misappropriation Of Confidential Takeover Information From An Investment Banking Firm And Its Clients For The Purpose Of Purchasing Shares Of The Target Companies Constitutes A Criminal Violation Of Rule 10b-5, Paul M. Altman

Villanova Law Review

No abstract provided.

Resolving The Conflict Between Section 10(B) And The Express Remedies Of The Securities Acts: The Need For An Internally Consistent Approach To Implication

Washington and Lee Law Review

No abstract provided.

Section 13(D) Pf The '34 Act: The Inference Of A Private Cause Of Action For A Stock Issuer

Washington and Lee Law Review

No abstract provided.

Rubin V. United States: Pledge Of Stock As Collateral For A Commercial Loan Is A "Sale" Of A Security

Washington and Lee Law Review

No abstract provided.

Scienter In Sec Injunctive Proceedings

Washington and Lee Law Review

No abstract provided.

Section 17(A) Of The '33 Act: Defining The Scope Of Antifraud Protection

Washington and Lee Law Review

No abstract provided.

Continental Grain (Australia) Pty. Ltd. V.Pacific Oilseeds, Inc.: An Unjustifiable Expansion Of Subject Matter Jurisdiction In A Transnational Securities Fraud Case, Joseph A. Marovitch

Northwestern Journal of International Law & Business

This note will suggest that the holding in Continental Grain repre- sents an unjustifiably expansive application of the conduct test. Recog- nizing the Second Circuit's expertise in the securities law area, this note will critically examine the case of that circuit, concluding that the Sec- ond Circuit would not have found jurisdiction under the conduct test on the facts of Continental Grain.' Next, SEC v. Kasser,8 a Third Cir- cuit case relied upon by the court in Continental Grain, will be criticized as an unwarranted expansion of the conduct test. Unwarranted or not, Kasser also could have been distinguished on …

Federal Judicial And Regulatory Responses To Santa Fe Industries, Inc. V. Green, Thomas J. Sherrard

Washington and Lee Law Review

No abstract provided.

Securities Fraud Under The Blue Sky Of Washington, Sally H. Clarke

Washington Law Review

In the past, federal courts have been the primary forums for securities fraud litigation because they exercise exclusive jurisdiction over claims under the Securities Exchange Act of 1934, and have expansively interpreted the antifraud provisions of that Act. Recent developments, however, suggest that state courts may provide a more attractive forum for plaintiffs seeking relief from securities fraud in Washington. Relevant considerations include recent United States Supreme Court decisions limiting the scope of civil liability under the 1934 Act, increasing congestion and delay in federal courts, recent amendments expanding the coverage of the civil liability provision of the Securities Act …

Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers

Washington and Lee Law Review

No abstract provided.

Limitations On Rule 10b-5, Arthur J. Marinelli Jr.

West Virginia Law Review

The federal securities acts of 1933 and 1934 sought to protect the investing public against fraud and manipulation by replacing the doctrine of caveat emptor with a system of full disclosure. Section 10(b) of the Securities Exchange Act of 1934 gives the Securities and Exchange Commission the power to promulgate rules in order to prohibit "any manipulative or deceptive device or contrivance." In 1942 the Commission adopted rule 10b-5 to implement the "catch-all" provision of section 10(b) which can be viewed as a grant of wide-ranging discretion to the SEC. Although all of the elements necessary for recovery in a …

The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.

Vanderbilt Law Review

This Note will examine the origins of the aiding and abetting cause of action and the development of a theory of liability based solely upon passive conduct. After an examination of the elements of the cause of action and defenses, a proposed definition of "aiding and abetting" will be offered. The effect of the recent Supreme Court decision Ernst & Ernst v. Hochfelder upon aiding and abetting liability, the scienter requirement, and the duties owed by potential aiders and abettors will be discussed. Treatment of aiding and abetting by the Federal Securities Code 19 also is mentioned.

Extraterritorial Application Of § 10(B) Of The Securities Exchange Act Of 1934-The Implications Of Bersch V. Drexel Firestone, Inc. And Lit V. Vencap, Ltd.

Washington and Lee Law Review

No abstract provided.

Factors Determining The Degree Of Culpability Necessary For Violation Of The Federal Securities Laws In Information Transmission Cases, David S. Ruder

Washington and Lee Law Review

No abstract provided.