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Articles 1 - 30 of 54
Full-Text Articles in Law
A Commerce Clause Challenge To New York's Tax Deduction For Investment In Its Own Tuition Savings Program, Amy Remus Scott
A Commerce Clause Challenge To New York's Tax Deduction For Investment In Its Own Tuition Savings Program, Amy Remus Scott
University of Michigan Journal of Law Reform
The Internal Revenue Code provides guidelines for states to create and maintain college tuition savings programs which offer federal tax benefits to investors. Several states have enacted tuition savings plans in accordance with these guidelines. In addition to the federal tax benefits allowed, New York offers a state tax deduction to New York residents who invest in its plan, the New York College Choice Tuition Savings Program. New York does not offer the deduction, however, to residents who invest in comparable programs offered by other states. The tax deduction thus creates an incentive for residents to invest in the in-state …
Taking Stock: Securities Markets And The Division Of Powers, Robert Leckey, Eric Ward
Taking Stock: Securities Markets And The Division Of Powers, Robert Leckey, Eric Ward
Dalhousie Law Journal
Recent developments in Canada's securities markets highlight their national character and call for a fresh consideration of the question of federal securities regulation. Developments in the constitutional case law have changed the legal context, such that the trade and commerce and the peace, order and good government powers under the Constitution Act, 1867 would likely support federal securities legislation. The securities question, important in its own right, also serves as a case study for how the Supreme Court of Canada conducts division of powers analysis for matters that have undergone substantive change. The authors contend that competence over a provincial …
Malone V. Brincat: The Fiduciary Disclosure Duty Of Corporate Directors Under Delaware Law, Nicole M. Kim
Malone V. Brincat: The Fiduciary Disclosure Duty Of Corporate Directors Under Delaware Law, Nicole M. Kim
Washington Law Review
In Malone v. Brincat, the Supreme Court of Delaware significantly broadened the fiduciary disclosure duty of corporate directors under Delaware law. Malone allows shareholders to bring either a direct or a derivative action against directors for the public release of misleading financial statements reported to the Securities Exchange Commission, regardless of whether the alleged misstatements were made in connection with a request for shareholder action. The court also held that a federal preemption statute, the Securities Litigation Uniform Standards Act of 1998, did not preempt the shareholders' action in Delaware state court. This Note argues that the Supreme Court …
Defining The Duty: Attorneys' Obligations Under Rule 10b-5, Cynthia A. Bedrick
Defining The Duty: Attorneys' Obligations Under Rule 10b-5, Cynthia A. Bedrick
Indiana Law Journal
No abstract provided.
Moving Toward A Clearer Definition Of Insider Trading: Why Adoption Of The Possession Standard Protects Investors, Lacey S. Calhoun
Moving Toward A Clearer Definition Of Insider Trading: Why Adoption Of The Possession Standard Protects Investors, Lacey S. Calhoun
University of Michigan Journal of Law Reform
In recent years, insider trading has become a publicized focus of securities law enforcement. The definition of insider trading has emerged slowly through case law, and the term has been clarified by new theories of liability. The use and possession tests are two standards of liability used to judge the treatment of inside information. The use standard offers a defense to insider trading liability while the possession standard premises liability on mere possession of inside information. This Note argues that courts should adopt the possession standard because this standard better protects investors, a primary goal of the Securities Exchange Act …
Securities Regulation, David M. Calhoun, L. Briley Brisendine Jr.
Securities Regulation, David M. Calhoun, L. Briley Brisendine Jr.
Mercer Law Review
This Article surveys significant cases decided by the United States Supreme Court and the United States Court of Appeals for the Eleventh Circuit during 1997 and 1998 in the area of securities regulation.
I. APPLICATION OF THE MISAPPROPRIATION THEORY TO LIABILITY UNDER SECTION 10(B) AND RULE 1OB-5; CONFIRMATION OF COMMISSION'S RULEMAKING AUTHORITY UNDER SECTION 14(E)
II. ADOPTION OF THE "USE TEST" IN INSIDER TRADING VIOLATIONS UNDER SECTION 10(B)
III. APPLICATION OF ANTIFRAUD SECURITIES LAWS TO STOCK APPRECIATION RIGHTS
IV. DEFINITION OF "SECURITY"
V. EFFECT OF BANKRUPTCY ON CIVIL DISGORGEMENT AWARD
A Case-By-Case Approach To Pleading Scienter Under The Private Securities Litigation Reform Act Of 1995, Matthew Roskoski
A Case-By-Case Approach To Pleading Scienter Under The Private Securities Litigation Reform Act Of 1995, Matthew Roskoski
Michigan Law Review
Securities fraud litigation under Rule lOb-5 threatens all publicly traded companies: according to the Stanford Securities Class Action Clearinghouse, in 1998 a securities fraud lawsuit was filed for nearly every day that the stock markets were open. Some of these lawsuits appear to be frivolous, triggered by inevitable fluctuations in stock prices (so-called "fraud by hindsight" complaints), while others represent legitimate efforts at private enforcement of the securities laws. Disposition on the pleadings is a critical defense strategy for all securities lawsuits. Securities fraud lawsuits that withstand a 12(b)(6) motion almost always settle, regardless of the actual merits of the …
Sec Rule 14e-3 In The Wake Of United States V. O'Hagan: Proper Prophylactic Scope And The Future Of Warehousing, Jeff Lobb
William & Mary Law Review
No abstract provided.
Spawning The Sec, Henry Laurence
Spawning The Sec, Henry Laurence
Indiana Journal of Global Legal Studies
No abstract provided.
Making Disclosure: Ideas And Interests In Canadian Securities Regulation, Christopher C. Nicholis
Making Disclosure: Ideas And Interests In Canadian Securities Regulation, Christopher C. Nicholis
Dalhousie Law Journal
Early in her book, Professor Condon bemoans the general lack of Canadian scholarship in the area of securities regulation. Not only is there very little theoretical work in this field, she notes, but also, "even historically descriptive accounts of the Ontario Securities Commission have been notable by their infrequency" (at 15).'
United States V. Smith: The Use-Possession Debate In Sec Enforcement Actions Under § 10(B), Oriana N. Li
United States V. Smith: The Use-Possession Debate In Sec Enforcement Actions Under § 10(B), Oriana N. Li
Washington Law Review
The U.S. Supreme Court has yet to address an underlying issue in the evolution of insider trading law: whether Rule 10b-5 liability should attach when someone trades while "in the possession of" material, nonpublic information, or whether a more stringent standard of having actually used or traded "on the basis of" such information must be met. In United States v. Smith, the Court of Appeals for the Ninth Circuit held that a violation of Rule 10b-5 requires an actual causal connection between the possession of inside information and the decision to trade in securities. This Note argues that the …
Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle
Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle
Washington and Lee Law Review
No abstract provided.
Rustic Justice: Community And Coercion Under The Federal Arbitration Act, Katherine V.W. Stone
Rustic Justice: Community And Coercion Under The Federal Arbitration Act, Katherine V.W. Stone
Cornell Law Faculty Publications
Arbitration clauses are appearing in a wide variety of consumer transactions, including routine product purchase forms, residential leases, housing association charters, medical consent forms, banking and credit card applications, and employment handbooks. In the past fifteen years, the Supreme Court has reinterpreted the Federal Arbitration Act (FAA) so as to grant tremendous deference to private arbitral tribunals. By doing so, it has altered the landscape of civil litigation, taking many consumer claims out of the legal system and relegating them to private tribunals. In this Article, Professor Stone assesses the recent trend toward the privatization of civil justice in light …
Filing And Enforcement Under Revised Article 9, (With C. Mooney, Jr.)., Steven L. Harris
Filing And Enforcement Under Revised Article 9, (With C. Mooney, Jr.)., Steven L. Harris
All Faculty Scholarship
No abstract provided.
How Successful Was The Revision Of U.C.C. Article 9?: Reflections Of The Reporters,(With C. Mooney, Jr.)., Steven L. Harris
How Successful Was The Revision Of U.C.C. Article 9?: Reflections Of The Reporters,(With C. Mooney, Jr.)., Steven L. Harris
All Faculty Scholarship
No abstract provided.
Consideraciones Acerca Del Proyecto De Reforma Del Código Civil Y Los Contratos De Empresa, Martin Paolantonio
Consideraciones Acerca Del Proyecto De Reforma Del Código Civil Y Los Contratos De Empresa, Martin Paolantonio
Martin Paolantonio
Se analizan y valoran las propuestas de la reforma proyectada en 1998, respecto de los contratos de empresa, incluyendo la etapa precontractual, reglas de interpretación y contratos con cláusulas predispuestas
La Prescripción De Las Acciones Cambiarias, Martin Paolantonio, Salvador Bergel
La Prescripción De Las Acciones Cambiarias, Martin Paolantonio, Salvador Bergel
Martin Paolantonio
Estudio sobre la prescripción de las acciones para el cobro de títulos valores cambiarios (letra de cambio, pagaré, cheque, factura de crédito y letras hipotecarias)
La Retribución De Los Directores Y El Análisis Económico Del Derecho: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio
La Retribución De Los Directores Y El Análisis Económico Del Derecho: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio
Martin Paolantonio
Desde la perspectiva del AED, análisis crítico de las disposiciones de la ley de sociedades comerciales en materia de retribución de administradores
Las Cláusulas Abusivas En El Contrato De Emisión De Tarjeta De Crédito, Martin Paolantonio
Las Cláusulas Abusivas En El Contrato De Emisión De Tarjeta De Crédito, Martin Paolantonio
Martin Paolantonio
Análisis de las cláusulas abusivas integrando las disposiciones de la ley 25065 de tarjetas de crédito con las normas generales de tutela al consumidor (ley 24240)
Responsabilidad Civil De Las Entidades Financieras En Las Operaciones De Crédito Al Consumo, Martin Paolantonio, Salvador Bergel
Responsabilidad Civil De Las Entidades Financieras En Las Operaciones De Crédito Al Consumo, Martin Paolantonio, Salvador Bergel
Martin Paolantonio
Tratamiento de una cuestión sustantiva en las operaciones de crédito al consumo: la tutela del consumidor ante el incumplimiento del proveedor y la pretensión de cobro del financista
Alcances De La Ley 23.928 Y Su Vinculación Con Los Contratos De Locación, Martin Paolantonio
Alcances De La Ley 23.928 Y Su Vinculación Con Los Contratos De Locación, Martin Paolantonio
Martin Paolantonio
Análisis del alcance de la prohibición de indexar obligaciones, a propósito de una nota a fallo de la Cámara Nacional Civil sobre un contrato de locación comercial
Impact Of The Capital Markets On Real Estate Law And Practice, 32 J. Marshall L. Rev. 269 (1999), Michael H. Schill
Impact Of The Capital Markets On Real Estate Law And Practice, 32 J. Marshall L. Rev. 269 (1999), Michael H. Schill
UIC Law Review
No abstract provided.
The Limited Public Offer In German And U.S. Securities Law: A Comparative Analysis Of Prospectus Act Section 2(2) And Rule 505 Of Regulation D, David B. Guenther
The Limited Public Offer In German And U.S. Securities Law: A Comparative Analysis Of Prospectus Act Section 2(2) And Rule 505 Of Regulation D, David B. Guenther
Michigan Journal of International Law
This Note examines the "limited circle of persons" exception in section 2(2) of the Prospectus Act in comparison to similar provisions of U.S. federal securities law, particularly Section 3(b) of the Securities Act of 1933 (the "Securities Act") and Rule 505 of Regulation D ("Rule 505"). Comparison of the Prospectus Act to U.S. securities law seems both warranted and useful. Certain aspects of German securities law are broadly modeled on U.S. precedents. U.S. securities laws reflect more than sixty-five years of experience defining (and re-defining) public and limited public offers and private placements. U.S. securities regulators have also displayed in …
Commercial Arbitration In The U.S.: The Arbitrability Of Disputes Arising From Statute-Based Claims, Sylvie Frankignoul
Commercial Arbitration In The U.S.: The Arbitrability Of Disputes Arising From Statute-Based Claims, Sylvie Frankignoul
LLM Theses and Essays
A leading contemporary expert in arbitration has explained: "The concept of arbitrability determines the point at which the experience of contractual freedom ends and the public mission of adjudication begins. In effect, it establishes a dividing line between the transactional pursuit of private rights and courts' role as custodians and interpreters of the public interest." 1 A major part of the arbitrability doctrine deals with the kind of claims that can fall within the scope of agreements for private dispute resolution. Arbitration clauses are an integral part of the parties' transactions. Nevertheless, the American judiciary historically has refused to enforce …
The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser
The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser
Oklahoma Law Review
No abstract provided.
Required Disclosure And Corporate Governance, Merritt B. Fox
Required Disclosure And Corporate Governance, Merritt B. Fox
Faculty Scholarship
One of the most distinctive features of U.S. business law is the stringent requirements of ongoing disclosure imposed on issuers of publicly traded securities. This scheme usually has been justified as necessary to protect investors from making poor trading decisions as a result of being uninformed. Little scholarly attention, however, has been paid to the corporate governance effects of such required disclosure. In analyzing these effects, this article concludes that required disclosure can improve corporate governance in important ways. Indeed, improving corporate governance, not investor protection, provides the most persuasive justification for imposing on issuers the obligation to provide ongoing …
Retaining Mandatory Securities Disclosure: Why Issuer Choice Is Not Investor Empowerment, Merritt B. Fox
Retaining Mandatory Securities Disclosure: Why Issuer Choice Is Not Investor Empowerment, Merritt B. Fox
Faculty Scholarship
This Article advances the reopened debate over mandatory disclosure in two ways. First, it demonstrates that the proponents of issuer choice have not effectively countered the arguments that have formed the basis of the prevailing consensus for retaining mandatory disclosure. While this consensus was formed when the alternative to mandatory disclosure was total abandonment of regulation, the proponents of issuer choice have not shown how the arguments that form the basis of this consensus have any less force when applied to the new alternative of issuer choice. Nor have the proponents offered persuasive, more general rebuttals to these arguments. Second, …
Tax Metamorphosis, Stephen B. Cohen
Tax Metamorphosis, Stephen B. Cohen
Georgetown Law Faculty Publications and Other Works
My favorite course ever, fourth-year high school Latin, was also the most demanding. We translated all twelve books of Virgils epic poem, The _Eneid, line by dactylic hexameter line, and large chunks of Ovids Metamorphoses besides. The course was valuable in many ways, not least of which was that only my youthful reading of Ovid's Metamorphoses later enabled me to make sense of the U.S. Tax Court's otherwise inscrutable decision in Edwards v. Commissioner.
Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels
Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels
Michigan Journal of International Law
This article presents a summary of the regulatory systems currently in place in the world's major markets. This summary focuses primarily on the disclosure rules that must be followed by a company undertaking an equity offering in each country. Certain significant accounting standards also are discussed. After comparing the different disclosure frameworks, the article addresses efforts that have been made to regulate or standardize the world's markets on a more international level. Finally, the article discusses where we should go next in the quest to create greater harmony in a truly global marketplace.
Markets As Monitors: A Proposal To Replace Class Actions With Exchanges As Securities Fraud Enforcers, Adam C. Pritchard
Markets As Monitors: A Proposal To Replace Class Actions With Exchanges As Securities Fraud Enforcers, Adam C. Pritchard
Articles
Fraud in the securities markets has been a focus of legislative reform in recent years. Corporations-especially those in the high-technology industry-have complained that they are being unfairly targeted by plaintiffs' lawyers in class action securities fraud lawsuits. The corporations' complaints led to the Private Securities Litigation Reform Act of 1995 ("Reform Act"). The Reform Act attempted to reduce meritless litigation against corporate issuers by erecting a series of procedural barriers to the filing of securities class actions. Plaintiffs' attorneys warned that the Reform Act and the resulting decrease in securities class actions would leave corporate fraud unchecked and deprive defrauded …