Private Securities Litigation Reform Act Of 1995: Do Issuers Still Get Soaked In The Safe Harbor?,
2010
Golden Gate University School of Law
Private Securities Litigation Reform Act Of 1995: Do Issuers Still Get Soaked In The Safe Harbor?, Noelle Matteson
Golden Gate University Law Review
This Comment will examine the background and development of protection for forward-looking statements through the SEC, the courts and Congress. Following this background examination, Part III will focus on the recently passed Reform Act. This discussion will consider the arguments made by opponents and proponents of the Reform Act, the effects of this act and whether it is encouraging disclosure by issuers and protecting the same issuers from frivolous lawsuits.
Securities Law - Securities & Exchange Commission V. Rind: Sec Civil Enforcement Actions Are Not Subject To Statute Of Limitations,
2010
Golden Gate University School of Law
Securities Law - Securities & Exchange Commission V. Rind: Sec Civil Enforcement Actions Are Not Subject To Statute Of Limitations, Joan E. Low
Golden Gate University Law Review
In Securities & Exchange Commission v. Rind, the United States Court of Appeals for the Ninth Circuit, ruling on an issue of first impression, held that civil enforcement actions brought by the Securities and Exchange Commission (hereinafter "SEC") are not subject to statute of limitations restrictions. Additionally, the court ruled that no right to a jury trial attaches in SEC civil enforcement actions seeking disgorgement of illicit profits.
Securities Law - Mccormick V. Fund American Companies: Altering The Total Mix Of Information Made Available During Disclosure In Corporate Repurchases Of Stock,
2010
Golden Gate University School of Law
Securities Law - Mccormick V. Fund American Companies: Altering The Total Mix Of Information Made Available During Disclosure In Corporate Repurchases Of Stock, David E. Wanis
Golden Gate University Law Review
In McCormick v. Fund American Companies, the Ninth Circuit granted summary judgment to defendant corporation over plaintiff shareholder's claim that defendant had violated the Securities Exchange Act by misrepresenting or omitting material information during negotiations to repurchase stock from plaintiff. The court found that in light of plaintiff's status as a "sophisticated business executive," defendant's alleged misrepresentations and omissions did not "significantly alter the total mix of information made available" concerning the contemplated sale of a subsidiary company of defendant corporation.
Securities Law,
2010
Golden Gate University School of Law
Securities Law, Peter A. Maclaren
Golden Gate University Law Review
In Hocking v. Dubois, the Ninth Circuit held that where an arrangement to sell a condominium included an option to participate in a rental pool arrangement ("RPA"), the arrangement constituted an investment contract. Consequently, what appeared to be a simple sale of real estate was subject to the provisions of the federal securities laws including the antifraud provisions of Rule I0b-5. This note will examine the rationale supporting the Ninth Circuit's application of securities law to condominium sales, examine the application of rules limiting private causes of action, and analyze the issues presented by the facts of Hocking.
Securities Law,
2010
Golden Gate University School of Law
Securities Law, Peter A. Mastromonaco
Golden Gate University Law Review
No abstract provided.
Fraud On The Market: The Decline Of Reliance In A 10b-5 Action,
2010
Golden Gate University School of Law
Fraud On The Market: The Decline Of Reliance In A 10b-5 Action, M. Lynn Haggerty
Golden Gate University Law Review
Since the Supreme Court's decision in Affiliated Ute Citizens v. United States, l there has been considerable variation among the circuits regarding the requirement of reliance as an element of an action under rule 10b-5 of the federal securities regulations. The differences seem to stem from a disagreement as to the underlying purposes of the securities regulations. While the regulations were established to force disclosure of material investment information and to maintain market stability, they were also designed to protect the investing public. In an attempt to reconcile these sometimes disparate purposes, one circuit has designed a theory since labeled …
Registros Acelerados: Emissores Com Grande Exposição (Egems) Já Podem Acessar O Mercado Mais Rapidamente,
2010
SelectedWorks
Registros Acelerados: Emissores Com Grande Exposição (Egems) Já Podem Acessar O Mercado Mais Rapidamente, Luiz Rafael De Vargas Maluf
Luiz Rafael de Vargas Maluf
No abstract provided.
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates,
2010
Seattle University School of Law
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Seattle University Law Review
What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management,
2010
Seattle University School of Law
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
Seattle University Law Review
In the 2010 Berle Center Directors’ Academy Keynote Address, Chief Justice Veasey addresses “the federal and state contexts relating to the corporate-governance focus on business risk and the expectations laid at the doorstep of directors and officers of U.S. public companies.” Specifically, Chief Justice Veasey looks “at the governance landscape through both a federal regulatory lens and a state judicial lens as it relates to risk assessment and risk management.”
Managing Corporate Federalism: The Least-Bad Approach To The Shareholder Bylaw Debate,
2010
University of Georgia School of Law
Managing Corporate Federalism: The Least-Bad Approach To The Shareholder Bylaw Debate, Christopher M. Bruner
Scholarly Works
Over recent decades, shareholders in public corporations have increasingly sought to augment their own power - and, correlatively, to limit the power of boards - through creative use of corporate bylaws. The bylaws lend themselves to such efforts because enacting, amending, and repealing bylaws are essentially the only corporate governance actions that shareholders can undertake unilaterally. In this Article I examine thecontested nature of bylaws, the fundamental issues of corporate power and purpose that they implicate, and the differing ways in which state and federal lawmakers and regulators may impact the debate regarding thescope of the shareholders' bylaw authority.
The …
The Role Of Derivatives In The Financial Crisis – Testimony Before The Financial Crisis Inquiry Commission, June 30, 2010,
2010
University of Maryland School of Law
The Role Of Derivatives In The Financial Crisis – Testimony Before The Financial Crisis Inquiry Commission, June 30, 2010, Michael Greenberger
Michael Greenberger
It is now almost universally accepted that the unregulated multi-trillion dollar OTC CDS market helped foment a mortgage crisis, then a credit crisis, and finally a ―once-in-a-century systemic financial crisis that, but for huge U.S. taxpayer interventions, would have in the fall of 2008 led the world economy into a devastating Depression. Before explaining below the manner in which credit default swaps fomented this crisis, it worth citing in the margin those many economists, regulators, market observers, and financial columnists who have described the central role unregulated CDS played in the crisis. Even those once skeptical of arguments about the …
On The Way To Us-Style Hostile Tender Offers In Germany? - The European Attempt To Harmonize The Takeover Law And Its Impact On German Company Law,
2010
Golden Gate University School of Law
On The Way To Us-Style Hostile Tender Offers In Germany? - The European Attempt To Harmonize The Takeover Law And Its Impact On German Company Law, Roland Donath
Annual Survey of International & Comparative Law
No abstract provided.
The Redemption Puzzle,
2010
University of Michigan Law School
The Redemption Puzzle, Reuven S. Avi-Yonah
Articles
After the adoption of partial integration in 2003, there has been only a modest rise in dividends, but a sixfold increase in redemptions. This article argues that the explanation for that lies in the different treatment of dividends and capital gains to foreign shareholders and that Congress should respond by making sections 302 and 304 inapplicable to foreign shareholders.
Securities,
2010
Golden Gate University School of Law
State Sovereignty's Impact On Federal Regulation Of Municipal Securities,
2010
Golden Gate University School of Law
State Sovereignty's Impact On Federal Regulation Of Municipal Securities, Margaret Berlese, Barbara E. Herzig
Golden Gate University Law Review
No abstract provided.
Securities,
2010
Golden Gate University School of Law
The Price Of Pay To Play In Securities Class Actions,
2010
NYU Law School
The Price Of Pay To Play In Securities Class Actions, Stephen Choi, Drew T. Johnson-Skinner, Adam C. Pritchard
Law & Economics Working Papers
This paper studies the effect of campaign contributions to lead plaintiffs — “pay to play’’ — on the level of attorneys’ fees in securities class actions. We find that state pension funds generally pay lower attorneys’ fees when they serve as lead plaintiffs in securities class actions than do individual investors serving in that capacity. This differential disappears, however, when we control for campaign contributions made to officials with influence over state pension funds. Thus, pay to play appears to increase agency costs borne by shareholders in securities class actions.
The Sec's Revolving Door And The Problem Of Institutional Corruption,
2010
Boston College Law School
The Sec's Revolving Door And The Problem Of Institutional Corruption, Renee Jones
Renee Jones
No abstract provided.
Lessons From Single-Company Event Studies: The Importance Of Controlling For Company-Specific Events,
2010
CBIZ Valuation Group
Lessons From Single-Company Event Studies: The Importance Of Controlling For Company-Specific Events, Scott D. Hakala
Scott D Hakala
Single-company event studies are commonly employed in applied practice, such as in analyzing market efficiency, reliance, and damages in securities litigation. However, the presence of significant company-specific events among the observations used to estimate the market model results in significantly biased, overstated standard errors (a well-known omitted variables problem) and less reliable coefficient estimates in such studies. This is a frequently over-looked or neglected issue that renders the statistical inferences in single-company event studies employing using more traditional event study techniques biased and often unreliable. This paper demonstrates through simulation and actual examples that, even allowing for errors in implementation, …
From Energy Sector Inquiry To Recent Antitrust Decisions In European Energy Markets: Competition Law As A Means To Implement Energy Sector Regulation In Eu,
2010
University of Cambridge
From Energy Sector Inquiry To Recent Antitrust Decisions In European Energy Markets: Competition Law As A Means To Implement Energy Sector Regulation In Eu, Michael Diathesopoulos
Michael Diathesopoulos
This paper presents the conceptual path followed by European Union, European Commission and European Competition Network, after the Energy Sector Inquiry (2007) towards the realisation of the objective of an Energy Internal Market, fully functional and open to competition. Firstly, we examine the findings of Sector Inquiry and then we describe how the Third Energy Package - that followed - tried to address the issues highlighted by the Inquiry and how Third Energy Package introduces a promising but complex system, in order to develop sector rules. Following the above, we proceed to a brief but close examination of 10 recent …
