Law Commons^™

United States V. O'Hagan: Rule 10b-5, The "Judicial Oak Which Has Grown From Little More Than A Legislative Acorn," And The Antifraud Legislation Of The Securities And Exchange Act Of 1934., Joseph J. Urgese

Akron Law Review

The Supreme Court has addressed the perplexing labyrinth of securities fraud since the enactment of the Securities and Exchange Acts of 1933 and 1934 ("Exchange Act"). In 1976, the president of a small brokerage firm induced customers to invest in fictitious escrow accounts, promising high yields to shareholders. The following year, majority shareholders of a Delaware lumber company instituted a merger based on what the minority shareholders deemed a fraudulent appraisal of the company's assets. In 1980, a financial printer profited from his purchase and subsequent sale of shares in companies targeted for corporate takeovers.

Part II of this Note …

A Study On Rule 145 Of The Securities Act Of 1933: How To Provide Clarity And Predictability In Rule 145 Transactions, Kab Lae Kim

Akron Law Review

Rule 145 is complex and incongruous with the general congressional intention of the 1933 Act. Thus, it involves the following theoretical and practical problems. First, Rule 145(a) fails to provide a clear standard for determining whether a certain recapitalization or reorganization involves a sale to trigger registration requirements...Second, Rule 145(c) and (d), as special resale provisions for “securities acquired in a Rule 145 transactions” (hereinafter Rule 145 securities), are inconsistent with general resale provisions under the 1933 Act. The SEC’s authority to establish Rule 145 was mandated by provisions of the 1933 Act. Accordingly, the resale provisions of Rule 145 …

Why Martha Stewart Did Not Violate Rule 10b-5: On Tipping, Piggybacking, Front-Running And The Fiduciary Duties Of Securities Brokers©, Ray J. Grzebielski

Akron Law Review

This article will set out to show that Martha Stewart did not engage in insider trading. First, the article will present the legal standards for insider trading. Then, the article will examine whether Martha Stewart received an improper tip from Sam Waksal, the president of ImClone and a personal friend of Martha Stewart. The article will then proceed to look at whether Martha Stewart’s knowledge of Waksal’s attempted trading constituted material nonpublic information on which she improperly traded. Lastly, the article will examine whether Peter Bacanovic’s breach of Merrill Lynch’s confidentiality policy in telling Martha Stewart of another customer’s trading …

Looking Back And Looking Forward: Sarbanes-Oxley And The Future Of Corporate Governance, Scott Harshbarger, Goutam U. Jois

Akron Law Review

In this Article, we argue that all groups: business leaders, regulators and shareholders, should recognize the steps that must be taken to create a competitive, fair and ethical corporate climate. We are not calling merely for “voluntary cooperation” from businesses to improve the current situation. Indeed, SOX exists and is appropriate for this situation precisely because it imposes baseline obligations with which corporations are required to comply. Moreover, other regulations regarding independent directors, expensing of stock options, etc. are needed and are vital to keeping business interests in line with society’s. However, business leaders and regulators will have an easier …

The Myth Of The Unbiased Director, Regina F. Burch

Akron Law Review

This Article seeks to use social science research to better understand why these and other corporate governance problems persist. One reason may be that boards are biased as to how they respond to these issues. Social science research on risk perception informs us that individuals’ “preferences among different types of risk taking (or avoiding), correspond to cultural biases—that is, to worldviews or ideologies entailing deeply held values and beliefs defending different patterns of social relations.” Cultural theorists have identified four competing worldviews: communitarian, individualistic, hierarchical, and egalitarian. The communitarian and individualistic worldviews are at opposite ends of a spectrum measuring …