Law Commons^™

Some Current Thoughts On Corporate Capitalization, Chester Rohrlich

Vanderbilt Law Review

There is nothing new in the basic legal problems connected with the need of each new business to somehow or other raise the necessary funds with which to launch the enterprise. It is primarily because of the flexibility which the corporate form of doing business affords in pooling together for a common business purpose the funds of many persons with diverse financial needs and objectives, that the corporation has achieved the preeminent position which it occupies. But while the fundamental questions are old, new times, new decisions and new statutes serve to emphasize different phases and different facets of the …

American Business And Risk Capital, Emil Schram

Vanderbilt Law Review

In the midst of a nation-wide business surge--in building, in steel, in automobiles and petroleum production and farming--our capital markets stand alone as the one "depressed area" in the national economy.

It is due to the failure of many of those who call the tune on our country's fiscal and credit policies to realize that they are sluicing off the top soil from a resource as definite and tangible as our farms; they are eroding something as measurable as our grazing lands; they are pumping off onto barren ground something as exhaustible as our oil wells.

I am speaking of …

Federal Regulation And State Gambling Laws, Walter H. Moses

Vanderbilt Law Review

The statement that the detailed regulation of security exchanges and transactions conducted thereon which is embodied in the Securities Exchange Act of 1934 and the Securities Act of 1933 and the regulations promulgated by the Securities and Exchange Commission thereunder constitutes an encouragement to gambling in securities, no doubt quite properly places a heavy burden of proof on the person making it. This article has as its purpose a demonstration of the truth of such statement.

Over-The-Counter Securities Markets, Guy L. Clinton

Vanderbilt Law Review

Following the 1929 collapse, much attention has been centered on the role of the security exchanges in our economy. Whether or not improper operation of the securities markets had caused the instability of the national economy was not clearly apparent. However, as many persons believed that such was the case, or that such operation was at least a major factor in the economic ills of the country, the "crash" and the resulting investigations provided the impetus for a reform program in the investment banking segment of our economy, and one phase of this program dealt with securities.

Negotiated Vs. Competitive Debt Financing, Ralph S. Peterson

Vanderbilt Law Review

The principle of competitive bidding for municipal, equipment trust, and terminal issues has been so thoroughly tested during war, boom and depression markets, that its advantages are no longer questioned. It was the extension of this principle, however, to public utility securities generally in 1941, and to additional classes of railroad debt securities in 1944 which again aroused organized opposition from the traditional utility and railroad bankers and gave rise to their solemn predictions of the dire consequences which would follow the adoption of competitive bidding for such securities.

It is not possible within the scope of this article to …

The Sec And The Broker-Dealer, Louis Loss

Vanderbilt Law Review

A couple of weeks ago the Commission handed down an opinion in a broker-dealer revocation proceeding which is the latest in a series of cases over the past few years that have gradually blocked out the duties of a broker-dealer to his customer. That case gives me my theme today.

It happens that most of what I am about to say relates primarily to the over-the-counter market. I was a little disturbed about the propriety of talking about over-the-counter problems under the auspices of this organization. However, we are all interested, I take it, in the problems of the securities …

The International Bank For Reconstruction And Development--A New Departure In International Finance, Robert L. Garner

Vanderbilt Law Review

Early in World War II, financial and economic experts of the Allied Nations concluded that if economic health was to return with the peace, the family of nations would have to forego the bad economic manners which had become commonplace between the wars. The conviction that a new and better economic household for the world had to be planned resulted in the United Nations Monetary and Financial Conference at Bretton Woods, New Hampshire, in July, 1944, in which representatives of 44 nations participated.

The Conference met to solve two major problems. The first of these grew out of the chaotic …

The Significance Of Capital Surplus To The Investor, Charles E. Crouch

Vanderbilt Law Review

The examination of the net worth section of a balance sheet reveals two major parts, namely, (1) the capital stock account and (2) the surplus account. The surplus account is the balancing account which equalizes the difference between the assets, liabilities and capitalization. In this manner the surplus account becomes a reservoir into which are poured increases in net worth and out of which are dipped decreases. Although every transaction of a business either directly or indirectly bears upon the surplus account, corporate accountants and directors have not given enough attention to the proper treatment and handling of this important …