Law Commons^™

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 …

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

Indiana Law Journal

No abstract provided.

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 …

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.

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

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

Indiana Journal of Global Legal Studies

No abstract provided.

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

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

Washington and Lee 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

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 …

Tension On The High Seas Of Transnational Securities Fraud: Broadening The Scope Of United States Jurisdiction, Michael J. Calhoun

Loyola University Chicago Law Journal

No abstract provided.

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.

Risky Business: Htas, The Cash Forward Exclusion And Top Of Iowa Cooperative V. Schewe, Charles F. Reid

Villanova Law Review

No abstract provided.

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.

The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser

Oklahoma Law Review

No abstract provided.

The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser

Oklahoma Law Review

No abstract provided.

Integration Of International Financial Regulatory Standards For The Chinese Economic Area: The Challenge For China, Hong Kong, And Taiwan, Lawrence L.C. Lee

Northwestern Journal of International Law & Business

This article initially reviews the current development of financial services that converge regulatory systems around the world. Along with focusing on banking and securities, this article assesses financial systems and regulators within China, Hong Kong, and Taiwan respectively. The evaluation of the CEA's financial system is based on recommendations issued by the Basle Committee. In addition, with respect to the principle of national treatment, this article evaluates the operations of foreign financial institutions in the CEA. In the future, participation in the WTO will enable the CEA to experience greater growth and increase its participation in the internationalization of financial …

Fasb V. Iasc: Are The Structure And Standard Setting Process At The Iasc Adequate For The Securities And Exchange Commission To Accept International Accounting Standards For Cross-Border Offerings? , Charles Canfield

Northwestern Journal of International Law & Business

This comment compares and contrasts the IASC's structure and stan- dard setting process with the structure and process for promulgating ac- counting standards of the Financial Accounting Standards Board ("FASB"), the standard setter for the United States. The purpose of this comparison is to determine whether or not the IASC's structure and process for standard development are adequate for the development of acceptable core standards. This comparison uses FASB, not for the purpose of imposing FASB as the standard setter for the world, but for the purpose of comparing the IASC with an established long-standing standard setter, and because the …

Private Ordering At The World's First Futures Exchange, Mark D. West

Michigan Law Review

Modern derivative securities - financial instruments whose value is linked to or "derived" from some other asset - are often sophisticated, complex, and subject to a variety of rules and regulations. The same is true of the derivative instruments traded at the world's first organized futures exchange, the Dojima Rice Exchange in Osaka, Japan, where trade flourished for nearly 300 years, from the late seventeenth century until shortly before World War II. This Article analyzes Dojima's organization, efficiency, and amalgam of legal and extralegal rules. In doing so, it contributes to a growing body of literature on commercial self-regulation while …

The Efficient Norm For Corporate Law: A Neotraditional Interpretation Of Fiduciary Duty, Thomas A. Smith

Michigan Law Review

To economically oriented corporate law professors, distinguishing between directors' fiduciary duty to shareholders and a duty to the corporation1 itself smacks of reification - treating the fictional corporate entity as if it were a real thing. Now the orthodox view among corporate law scholars is that the corporate fiduciary duty is a norm that requires firm managers to "maximize shareholder value." Giving the corporation itself any serious role in the analysis of fiduciary duty, the thinking goes, obscures scientific insight with bad legal metaphysics. Some recent scholarship and legislation, such as constituency statutes, have challenged this "shareholder primacy" view. Contestants …