Law Commons^™

Rulemaking Under Section 14(E) Of The Exchange Act: The Sec Exceeds Its Reach In Attempting To Pull The Plug On Multiple Pro Ration Pools, David J. White

Vanderbilt Law Review

This Recent Development first considers the problems that gave rise to the adoption of revised rule 14d-8, the rationale that three members of the Commission articulated in support of the rule,' and the rationale of the two members who opposed it. The Recent Development then examines two judicial decisions, one that considers the validity of the current tender offer practices under the Williams Act and rule 14d-8'8 and another that analyzes the rule making authority of the SEC under sections 14(e) and 23(a) of the Exchange Act. Relying primarily upon congressional hearings and debates,' the Recent Development next discusses the …

Seller Liability Under Section 12(2) Of The Securities Act Of 1933, Leonard A. Silverstein

Vanderbilt Law Review

This Note discusses which persons courts should deem to be"sellers" under section 12(2) according to their relationships to the challenged transaction. Part II examines the divergent approaches that courts have developed to identify seller status in the absence of legislative history. Part III analyzes the three major approaches and compares the scope of liability under each analysis. Last, part IV concludes that significant differences exist among these approaches and that courts uniformly should adopt a modified version of the proximate cause-substantial factor analysis

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This part examines each of the three approaches in particular situations and compares the results under …

Swimming Against The Deregulatory Tide, Harry S. Gerla

Vanderbilt Law Review

Increasing pressure from institutional investors during the last two decades has led to indirect discounting practices that some commentators contend threatens the fixed price offering system. In response to this concern the SEC in 1980 approved new NASD rules designed to bar direct or indirect discounting in fixed price public offerings of securities. In this Article Professor Gerla argues that the SEC erred in approving the new NASD rules. Professor Gerla states that the new rules change drastically the Commission's policy that the fixed price system operate without direct or indirect government enforcement. Further, he contends that the SEC approved …