Law Commons^™

The "Possession Vs. Use" Debate In The Context Of Securities Trading By Traditional Insiders: Why Silence Can Never Be Golden, Donna M. Nagy

Articles by Maurer Faculty

Traditional insiders occupy a very special position in the scheme of federal securities regulation. However, in a misguided quest for a single answer to the possession vs. use debate, courts, commentators, and even the SEC have tended to marginalize the significant differences between traditional insiders and other securities traders who may possess material nonpublic information. In the aftermath of the circuit court decisions in United States v. Smith and Securities and Exchange Commission v. Adler, courts and the SEC should follow a categorical approach in addressing the possession vs. use question, and should recognize that silence can never be golden …

Budweiser Or Budweiser, 32 J. Marshall L. Rev. 1251 (1999), Jitka Smith

UIC Law Review

No abstract provided.

Inside The Aclu: Activism And Anti-Communism In The Late 1960s, Allen K. Rostron

Faculty Works

No abstract provided.

Dead End: Delaware's Response To The Recent Innovation In Corporate Antitakeover Measures, The So-Called Dead Hand Poison Pill, In Carmody V. Toll Brothers, Inc., Michael B. Regan

Villanova Law Review (1956 - )

No abstract provided.

The Constitution And The Cathedral: Prohibiting, Purchasing, And Possibly Condemning Tobacco Advertising, Thomas W. Merrill

Faculty Scholarship

This Article has both theoretical and practical objectives, which are closely interrelated. The theoretical objective is to develop a framework for understanding the "transaction structure" of constitutional rights. By this, I refer to the different rules that determine when the government may purchase, condemn, or otherwise extinguish constitutional rights. The practical objective is to consider different options that may be available to the government, as part of a broader effort to reduce the incidence of smoking, to curtail tobacco advertising that would otherwise be protected under the First Amendment. It is my hope that the theoretical framework will illuminate the …

Lessons From Fiascos In Russian Corporate Governance, Merritt B. Fox, Michael Heller

Faculty Scholarship

Bad corporate governance is often invoked to explain poor enterprise performance, but the catch phrase is never precisely defined. Neither its consequences for the real economy, nor its causes in particular countries has been adequately explained. This paper uses Russian enterprise examples to address these open questions in corporate governance theory. We define corporate governance by looking to the economic functions of the firm rather than to any particular set of national corporate laws. Firms exhibit good corporate governance when their managers maximize residuals and, in the case of investor-owned firms, make pro rata distributions to shareholders.

Using this definition, …

Corporate Officer And Director Liability: Atherton V. Federal Deposit Insurance Corporation: A Final Resolution Of The Issues Surrounding Section 1821(K) Of Firrea, Tiffany Z. Stuart

Oklahoma Law Review

No abstract provided.

Revisiting Rejection: Secured Party Interests In Leases And Executory Contracts, Laura B. Bartell

Law Faculty Research Publications

No abstract provided.

Proceedings Of The 1999 Annual Meeting, Association Of American Law Schools Section On Employment Discrimination Law: Is There A Disconnect Between Eeo Law And The Workplace?, Maria O'Brien, Douglas D. Scherer, James Sharf, Richard Seymour, Paulette Caldwell

Faculty Scholarship

(The following is an edited transcript of the proceedings of the section on Employment Discrimination Law at the AALS Annual Meeting, New Orleans, Louisiana, January 9, 1999.)

DOUGLAS D. SCHERER*: Good morning. The program description asks the question, "Is there a disconnect between existing EEO jurisprudence and the realities of the workplace and workforce of the Twenty-First Century?" Societal disapproval of employment discrimination is reflected in federal EEO laws that have been enacted during the last thirty-six years and in court interpretations of these laws. The goals of these laws are fairly clear. It is less clear how well these …

Trends In The Regulation Of Investment Companies And Investment Advisers, Tamar Frankel

Faculty Scholarship

Statutes, rules and enforcement actions are tea leaves we can read to predict future trends of mutual fund regulation. While statutes and rules are specific, the trends they signify are far more speculative. This Essay engages in such speculation to envision the long-term implications of the recent new N- 1A disclosure form, I the plain English Rule,² and the profile. ³ More generally, the Essay speculates on future trends in Securities and Exchange Commission ("Commission") enforcement, and predicts a continued and stronger use of informal enforcement by the Commission.

Reintegrative Shaming In Corporate Sentencing, Jayne W. Barnard

Faculty Publications

No abstract provided.

A World Wide Web Of Potential Franchise Law Violations, Michael J. Lockerby

Richmond Journal of Law & Technology

Franchising -- whereby independent entrepreneurs are licensed to provide goods and services of uniform quality (hopefully) under their licensor's trademarks -- has long been the predominant method of distributing goods and services in the U.S. Time will tell how many suppliers use the Internet to "cut out the middleman", and instead, sell goods and services directly to the ultimate consumer. While franchising so far appears to be safe from the Internet, the Internet may not be safe from franchising -- or, perhaps more accurately, from the world wide web of laws that govern franchising. The explosive growth of Internet commerce …

Why The Law Hates Speculators: Regulation And Private Ordering In The Market For Otc Derivatives, Lynn A. Stout

Cornell Law Faculty Publications

A wide variety of statutory and common law doctrines in American law evidence hostility towards speculation. Conventional economic theory, however, generally views speculation as an efficient form of trading that shifts risk to those who can bear it most easily and improves the accuracy of market prices. This Article reconciles the apparent conflict between legal tradition and economic theory by explaining why some forms of speculative trading may be inefficient. It presents a heterogeneous expectations model of speculative trading that offers important insights into antispeculation laws in general, and the ongoing debate concerning over-the-counter (OTC) derivatives in particular.

Although trading …

Corporate-Family Conflicts, Charles W. Wolfram

Cornell Law Faculty Publications

Preface: Symposium On Corporate Groups, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: Hedge Funds, Leon M. Metzger

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: The Experience Of Republic National Bank, Walter H. Weiner

Fordham Journal of Corporate & Financial Law

No abstract provided.

Banking Supervision And Government Policy: The Role Of Regulators In International Financial Reform, William Murden

Fordham Journal of Corporate & Financial Law

No abstract provided.

Banking Supervision And Government Policy: Intermediation In Today's Financial Markets, Dr. John Kambhu

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: A Lawyer's Perspective, Philip H. Harris

Fordham Journal of Corporate & Financial Law

No abstract provided.

Banking Supervision And Government Policy: Capital Standards Regulation, James V. Houpt

Fordham Journal of Corporate & Financial Law

No abstract provided.

Pillars Of Civilization: Attorneys And Arbitration, Robert S. Clemente, Karen Kupersmith

Fordham Journal of Corporate & Financial Law

No abstract provided.

Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley

University of Miami Law Review

No abstract provided.

Stability In World Financial Markets: Introductory Remarks, Alan Rechtschaffen

Fordham Journal of Corporate & Financial Law

No abstract provided.

Reflections On Exchange Rates And Dollarization, Steve Hanke

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Governance Reform In Russia: The Effectiveness Of The 1996 Russian Company Law, Gregory Wolk

Washington International Law Journal

During Post-Soviet privatization, widespread abuses of power in Russian corporations contributed to the economic malaise in that country. These abuses are attributed to the domination of firms by senior management. In January 1996, the Russian Company Law went into effect with very strong protections for minority shareholders as a means to curb these abuses. This Comment analyzes the effectiveness of the Russian Company Law in this regard over the past three years. It concludes that the law has been moderately successful given the extremely hostile conditions at the time of enactment, and thus, it is a model for other transitional …

Corporate Control: A Comparative Examination Of Corporate Law In Canada And The People's Republic Of China, Qin Zhao

LLM Theses

This thesis examines the concept of corporate control in Canadian and Chinese business enterprises. Going beyond traditional studies of corporate governance, which are concerned principally with the relationship between shareholders and corporate managers, this thesis explores the ways in which corporate law in China and in Canada regulates and arbitrates the relationships among all corporate participants, in the context of the political, social, economic and cultural milieu in which corporate law and policy in both countries has evolved. Through a comparative examination of corporate control issues under two specific corporate law regimes--that of the Canada Business Corporations Act (CBCA), and …

Annual Survey Of Virginia Law: Corporate Law, A. Eric Kauders Jr.

University of Richmond Law Review

Despite its widely held reputation as being a bastion of all things conservative, Virginia has long been a leader on the frontier of corporate and partnership law. As a recent example confirming its progressive reputation, one need look no further than the 1991 passage of legislation permitting the formation of limited liability companies. While the amount ofactivity in corporate law this year was far from notable, the legislation and judicial decisions from the past year continue to demonstrate Virginia's "corporate activism."

The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page

San Diego Law Review

This Article argues that the nature of the corporate form coupled with an exclusive focus on shareholder value leads to economically and socially inefficient results. The "profit maximization" view of directors' duties ignores the historical reasons why corporations were given special privileges, such as limited liability, by the state. This narrow view should be replaced with a doctrine of stewardship that imposes a more comprehensive view of the corporation's and directors' responsibility to manage the vast resources held in corporate form. This broader view is consistent not only with the values of a free market economy, but also with modem …

Directors' Duty Of Care To Monitor Information Systems In Hmos: Some Lessons From The Oxford Health Plan, Mary E. O'Byrne

Journal of Law and Health

Given this scale of investment, the centrality of information systems to the success of an HMO, the obligation of regulatory compliance, plus the attention now focused on the year 2000 "millenium bug" problem, information systems are clearly a major area of concern and oversight by corporate directors. This paper analyzes the role of information systems in HMOs and the nature of the HMO directors' duty of care in monitoring the integrity of the information systems to determine when directors may be held personally liable for losses suffered by the corporation when the systems collapse. Section I addresses in general the …