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Articles 511 - 536 of 536
Full-Text Articles in Law
Shelf Registration, Integrated Disclosure, And Underwriter Due Diligence: An Economic Analysis, Merritt B. Fox
Shelf Registration, Integrated Disclosure, And Underwriter Due Diligence: An Economic Analysis, Merritt B. Fox
Faculty Scholarship
In a recent article, Professor Barbara Banoff mounted a spirited defense of the Securities and Exchange Commission's decision to adopt permanently Rule 415 under the Securities Act of 1933 (Securities Act). Rule 415 permits the registration of securities that an issuer intends to "put on the shelf'' rather than sell immediately. By having a block of "shelf registered" securities available, an issuer avoids the delay of the registration process once the decision is made to proceed with a sale. Shelf registration also gives an issuer the flexibility to seek bids from a group of competing underwriters and bypasses the traditional …
Market Failure And The Economic Case For A Mandatory Disclosure System, John C. Coffee Jr.
Market Failure And The Economic Case For A Mandatory Disclosure System, John C. Coffee Jr.
Faculty Scholarship
Recent academic commentary on the securities laws has much in common with the battles fought in historiography over the origins of the First World War. The same progression of phases is evident. First, there is an orthodox school, which tends to see historical events largely as a moral drama of good against evil. Next come the revisionists, debunking all and explaining that the good guys were actually the bad. Eventually, a new wave of more professional, craftsmanlike scholars arrives on the scene to correct the gross overstatements of the revisionists and produce a more balanced, if problematic, assessment.
The Case Against Shark Repellent Amendments: Structural Limitations On The Enabling Concept, Ronald J. Gilson
The Case Against Shark Repellent Amendments: Structural Limitations On The Enabling Concept, Ronald J. Gilson
Faculty Scholarship
The tactical history of the tender offer movement resembles an unrestrained arms race. Faced with offeror assaults in the form of Saturday night specials, various types of bear-hugs, godfather offers, and block purchases, target management responded with equally intriguing defensive tactics: the black book, reverse bear-hug, sandbag, show stopper, white knight, and, drawing directly on military jargon, the scorched earth. But however varied the labels given particular defensive strategies, they share the common characteristic of being responsive: They are available only after an offer is made and the battle for the target's independence joined. From the target's perspective, what was …
Seeking Competitive Bids Versus Pure Passivity In Tender Offer Defense, Ronald J. Gilson
Seeking Competitive Bids Versus Pure Passivity In Tender Offer Defense, Ronald J. Gilson
Faculty Scholarship
Responding to my comments in the Stanford Law Review, and to those of Lucian Bebchuk in the Harvard Law Review, Professors Easterbrook and Fischel have reiterated their preference for a rule of pure passivity by target management in response to a tender offer. Unlike my more limited rule barring defensive tactics designed to prevent the offer but not barring the facilitation of competitive bids, Easterbrook and Fischel would prohibit both. Because their response to the points that Bebchuk and I raised goes beyond their initial treatment of the subject, it is appropriate that I respond here by extending …
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
The Survival Of The Derivative Suit: An Evaluation And A Proposal For Legislative Reform, John C. Coffee Jr., Donald E. Schwartz
The Survival Of The Derivative Suit: An Evaluation And A Proposal For Legislative Reform, John C. Coffee Jr., Donald E. Schwartz
Faculty Scholarship
The shareholder derivative suit today faces extinction. Long considered the "chief regulator of corporate management," and a recognized form of litigation in American courts at least since 1855, it now confronts the second great challenge of its history. Thirty-odd years ago, commentators foresaw the derivative suit's demise when state legislatures began adopting security-for-expenses statutes to curb the abuses of "strike suit" litigation. These reports of its death proved exaggerated, however, as plaintiffs discovered various tactics by which to outflank these statutes. As a result, by the late 1960's, the crisis was past, and a revival in the action's popularity was …
Trading On Material Non-Public Information On Impersonal Stock Markets: Who Is Harmed, And Who Can Sue Whom Under Sec Rule 10b-5?, William K.S. Wang
Trading On Material Non-Public Information On Impersonal Stock Markets: Who Is Harmed, And Who Can Sue Whom Under Sec Rule 10b-5?, William K.S. Wang
Faculty Scholarship
No abstract provided.
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
A Structural Approach To Corporations: The Case Against Defensive Tactics In Tender Offers, Ronald J. Gilson
A Structural Approach To Corporations: The Case Against Defensive Tactics In Tender Offers, Ronald J. Gilson
Faculty Scholarship
Tender offers present an obvious and inherent conflict of interest between management and shareholders. On the one hand, an offer provides shareholders with the opportunity to sell their shares for a substantial premium over market price. On the other hand, the tender offer is the principal mechanism by which management can be forcibly unseated from control. It should thus come as no surprise that management often resists outsiders' efforts to direct tender offers at its shareholders. The form of that resistance, however, is somewhat surprising. Because the tender offer is the only form of corporate acquisition addressed directly to the …
Glass-Steagall: Some Critical Reflections, Roberta S. Karmel
Glass-Steagall: Some Critical Reflections, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Glass-Steagall: Some Critical Reflections, Roberta S. Karmel
Glass-Steagall: Some Critical Reflections, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Panel I: A Fresh Look At Federal Regulatory Strategies, Roberta S. Karmel, Richard B. Smith
Panel I: A Fresh Look At Federal Regulatory Strategies, Roberta S. Karmel, Richard B. Smith
Faculty Scholarship
No abstract provided.
Reflections On Convenience Translations: A Reply To Professor Brooks, William K.S. Wang
Reflections On Convenience Translations: A Reply To Professor Brooks, William K.S. Wang
Faculty Scholarship
No abstract provided.
Ambivalent Reflections On Regulation, Roberta S. Karmel
Ambivalent Reflections On Regulation, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Ambivalent Reflections On Regulation, Roberta S. Karmel
Ambivalent Reflections On Regulation, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Current Issues And Developments In The Duties And Liabilities Of Underwriters And Securities Dealers -- A Program By The Committee On Federal Regulation Of Securities, Roberta S. Karmel
Current Issues And Developments In The Duties And Liabilities Of Underwriters And Securities Dealers -- A Program By The Committee On Federal Regulation Of Securities, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Attorney's Responsibilities: Adversaries At The Bar Of The Sec, Roberta S. Karmel, Joseph C. Daley
Attorney's Responsibilities: Adversaries At The Bar Of The Sec, Roberta S. Karmel, Joseph C. Daley
Faculty Scholarship
No abstract provided.
The Extraterritorial Application Of The Federal Securities Code, Roberta S. Karmel
The Extraterritorial Application Of The Federal Securities Code, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Utilizing Rule 10b-5 For Remedying Squeeze-Outs Or Oppression Of Minority Shareholders, F. Hodge O'Neal, Ronald R. Janke
Utilizing Rule 10b-5 For Remedying Squeeze-Outs Or Oppression Of Minority Shareholders, F. Hodge O'Neal, Ronald R. Janke
Faculty Scholarship
No abstract provided.
Taking Stock Of The Court's Jurisdiction In A Sipa Liquidation, Roberta S. Karmel, Jeffery M. Weissman
Taking Stock Of The Court's Jurisdiction In A Sipa Liquidation, Roberta S. Karmel, Jeffery M. Weissman
Faculty Scholarship
No abstract provided.
Attorney's Securities Law Liabilities, Roberta S. Karmel
Attorney's Securities Law Liabilities, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
The Structure Of The Securities Market–Past And Future, William K.S. Wang, Thomas A. Russo
The Structure Of The Securities Market–Past And Future, William K.S. Wang, Thomas A. Russo
Faculty Scholarship
No abstract provided.
The Applicability Of The Margin Regulations To Foreign Financial Institutions, Roberta S. Karmel
The Applicability Of The Margin Regulations To Foreign Financial Institutions, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
The Investment Banker And The Credit Regulations, Roberta S. Karmel
The Investment Banker And The Credit Regulations, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Trustees Power: The Power To Sell Includes The Power To Option, Michael H. Dessent
Trustees Power: The Power To Sell Includes The Power To Option, Michael H. Dessent
Faculty Scholarship
No abstract provided.
Business Associations—1959 Tennessee Survey, F. Hodge O'Neal
Business Associations—1959 Tennessee Survey, F. Hodge O'Neal
Faculty Scholarship
No abstract provided.