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As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch Jan 1993

As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch

All Faculty Scholarship

In this Article. Professor Fisch examines the history and legacy of Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilberston, the controversial 1991 Supreme Court decision that established a federal statute of limitations for private causes of action brought under Rule 10b-5. In Part I Professor Fisch reviews the history of the 10b-5 statute of limitations prior to LampE Part II then analyzes both the issues resolved and questions raised by Lampf. Part III traces the congressional reaction to Lampf that culminated in the addition of section 27A to the Securities Act of 1934. In Part IV, Professor Fisch concludes by …


Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll Jan 1993

Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll

All Faculty Scholarship

This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.


Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton Jan 1993

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.


Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton Jan 1993

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

All Faculty Scholarship

No abstract provided.


Markets, Courts, And The Brave New World Of Bankruptcy Theory, David A. Skeel Jr. Jan 1993

Markets, Courts, And The Brave New World Of Bankruptcy Theory, David A. Skeel Jr.

All Faculty Scholarship

No abstract provided.


From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch Jan 1993

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

All Faculty Scholarship

On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …


Imprudent Power: Reconsidering U.S. Regulation Of Foreign Tender Offers, Jill E. Fisch Jan 1993

Imprudent Power: Reconsidering U.S. Regulation Of Foreign Tender Offers, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


Indexing The Tax Code, Reed Shuldiner Jan 1993

Indexing The Tax Code, Reed Shuldiner

All Faculty Scholarship

No abstract provided.


Financial Distress As A Non-Cooperative Game: A Proposal For Overcoming Obstacles To Private Workouts, Claire Oakes Finkelstein Jan 1993

Financial Distress As A Non-Cooperative Game: A Proposal For Overcoming Obstacles To Private Workouts, Claire Oakes Finkelstein

All Faculty Scholarship

No abstract provided.


Corporate Law Through An Antitrust Lens, Edward B. Rock Apr 1992

Corporate Law Through An Antitrust Lens, Edward B. Rock

All Faculty Scholarship

No abstract provided.


The Economic Structure Of The Post-Contractual Corporation, William W. Bratton Jan 1992

The Economic Structure Of The Post-Contractual Corporation, William W. Bratton

All Faculty Scholarship

No abstract provided.


Public Values And Corporate Fiduciary Law, William W. Bratton Jan 1992

Public Values And Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.


Corporate Integration: Do The Uncertainties Outweigh The Benefits?, Reed Shuldiner Jan 1992

Corporate Integration: Do The Uncertainties Outweigh The Benefits?, Reed Shuldiner

All Faculty Scholarship

No abstract provided.


Bargaining And The Division Of Value In Corporate Reorganization, Howard F. Chang, Lucian A. Bebchuk Jan 1992

Bargaining And The Division Of Value In Corporate Reorganization, Howard F. Chang, Lucian A. Bebchuk

All Faculty Scholarship

No abstract provided.


A General Approach To The Taxation Of Financial Instruments, Reed Shuldiner Jan 1992

A General Approach To The Taxation Of Financial Instruments, Reed Shuldiner

All Faculty Scholarship

No abstract provided.


Preaching To Managers, Edward B. Rock Jan 1992

Preaching To Managers, Edward B. Rock

All Faculty Scholarship

No abstract provided.


The Nature And Effect Of Corporate Voting In Chapter 11 Reorganization Cases, David A. Skeel Jr. Jan 1992

The Nature And Effect Of Corporate Voting In Chapter 11 Reorganization Cases, David A. Skeel Jr.

All Faculty Scholarship

No abstract provided.


Black, Brown, Poor & Poisoned: Minority Grassroots Environmentalism And The Quest For Eco-Justice, Regina Austin, Michael H. Schill Jul 1991

Black, Brown, Poor & Poisoned: Minority Grassroots Environmentalism And The Quest For Eco-Justice, Regina Austin, Michael H. Schill

All Faculty Scholarship

No abstract provided.


Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch Jan 1991

Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


The Logic And (Uncertain) Significance Of Institutional Shareholder Activism, Edward B. Rock Jan 1991

The Logic And (Uncertain) Significance Of Institutional Shareholder Activism, Edward B. Rock

All Faculty Scholarship

No abstract provided.


Frankenstein's Monster Hits The Campaign Trail: An Approach To Regulation Of Corporate Political Expenditures, Jill E. Fisch Jan 1991

Frankenstein's Monster Hits The Campaign Trail: An Approach To Regulation Of Corporate Political Expenditures, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


Beyond Negotiability: A New Model For Transfer And Pledge Of Interests In Securities Controlled By Intermediaries, Charles W. Mooney Jr. Jan 1990

Beyond Negotiability: A New Model For Transfer And Pledge Of Interests In Securities Controlled By Intermediaries, Charles W. Mooney Jr.

All Faculty Scholarship

No abstract provided.


An Economic Approach To The Determination Of Injury Under United States Antidumping And Countervailing Duty Law, Michael S. Knoll Oct 1989

An Economic Approach To The Determination Of Injury Under United States Antidumping And Countervailing Duty Law, Michael S. Knoll

All Faculty Scholarship

No abstract provided.


The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton Jul 1989

The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton

All Faculty Scholarship

No abstract provided.


Antitrust And The Market For Corporate Control, Edward B. Rock Jan 1989

Antitrust And The Market For Corporate Control, Edward B. Rock

All Faculty Scholarship

No abstract provided.


The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton Jan 1989

The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton

All Faculty Scholarship

No abstract provided.


Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton Jan 1989

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

All Faculty Scholarship

No abstract provided.


Uncertainty, Efficiency, And The Brokerage Industry, Michael S. Knoll Apr 1988

Uncertainty, Efficiency, And The Brokerage Industry, Michael S. Knoll

All Faculty Scholarship

No abstract provided.


The Law And Economics Of Collective Bargaining: An Introduction And Application To The Problems Of Subcontracting, Partial Closure, And Relocation, Michael L. Wachter, George M. Cohen Jan 1988

The Law And Economics Of Collective Bargaining: An Introduction And Application To The Problems Of Subcontracting, Partial Closure, And Relocation, Michael L. Wachter, George M. Cohen

All Faculty Scholarship

No abstract provided.


The Mystery And Myth Of "Ostensible Ownership" And Article 9 Filing: A Critique Of Proposals To Extend Filing Requirements To Leases, Charles W. Mooney Jr. Jan 1988

The Mystery And Myth Of "Ostensible Ownership" And Article 9 Filing: A Critique Of Proposals To Extend Filing Requirements To Leases, Charles W. Mooney Jr.

All Faculty Scholarship

No abstract provided.