Law Commons^™

An Uphill Battle: The Difficulty Of Deterring And Detecting Perpetrators Of Internet Stock Fraud, Byron D. Hittle

Federal Communications Law Journal

This Note argues that because of the limited resources of the SEC, the demanding requirements to prove misrepresentation, the current lack of cooperation between federal and state securities regulators, and a perverse admiration for fraud masterminds, illegal stock price manipulators will continue to profit from unsuspecting investors. Various measures to curb Internet fraud, however, are currently being pondered by industry experts. Among the most effective and realistic are, in order: increasing investor education and awareness, increasing the SEC's "firepower," increasing penalties and jail time for offenders, furthering coordination of federal and state efforts, and creating a "seal of approval" for …

Liability Of Broker-Dealers For Unsuitable Recommendations To Institutional Investors, Norman S. Poser

BYU Law Review

No abstract provided.

Limited Liability Companies And The Federal Securities Laws: Congress Should Amend The Securities Laws To Avoid Coverage, George A. Burke Jr.

Indiana Law Journal

No abstract provided.

Securities Regulation, L. Briley Brisendine Jr.

Mercer Law Review

This Article surveys significant cases decided by the United States Court of Appeals for the Eleventh Circuit during 1999 and 2000 in the field of securities regulation. This Article also examines one rule adopted by the Securities and Exchange Commission ("SEC") during this survey period that affects Eleventh Circuit precedent.

• Safe Harbor for Forward-Looking Statement
• Judicial Notice of SEC Filings and Standard for Scienter Pleading
• "Knowing Possession" Test Adopted for Section 10(B) Fraud Claims

The Tender Offer In Korea: An Analytic Comparison Between Korea And The United States, Kwang-Rok Kim

Washington International Law Journal

Even though the tender offer system in Korea was established in 1976, there were very few tender offer transactions until 1997. However, after Korea's economic crisis in late 1997, the Korean government not only took a series of structural reform measures to improve the securities market system, but also widely opened the financial markets to foreign countries by abolishing or amending restrictions on foreign investment. The 1998 reforms to the Korea Securities Exchange Act included significant changes to tender offer regulations, making hostile takeovers more feasible. Since that time, the tender offer has been used as a tool to acquire …

Information Technology And Non-Legal Sanctions In Financing Transactions, Ronald J. Mann

Vanderbilt Law Review

This Essay investigates the effect of advances in information technology on the private institutions that businesses use to resolve information asymmetries in financing transactions. The first part of the Essay discusses how information technology can permit direct verification of the information, obviating the problem entirely; the Essay discusses the example of the substitution of the debit card for the check, which provides an immediate payment that obviates the need for the merchant to consider whether payment will be forthcoming when the check is presented to the bank on which it is drawn.

The second part of the Essay discusses how …

Preserving Existing Security Interest Under Revised Article 9 Of The Uniform Commercial Code: A Concise Summary Of The Transition Rules And Some Recommendations For Secured Parties, Vincent Paul Cardi

West Virginia Law Review

No abstract provided.

An Outsider's View Of China's Insider Trading Law, Charles Zhen Qu

Washington International Law Journal

China's insider trading law can be found in the country's first unified securities industry law, Securities Law of the People's Republic of China, which came into force on July 1, 1999. The provisions of this law relating to insider trading, however, do not seem to help achieve the legislative purpose of the Securities Law, namely, to protect the interest of investors and promote the development of a socialist economy. The inadequacy of the current regime lies in the overly narrow definitions of "insider" and "inside information," the lack of workability of civil liability provisions, and the failure of China's Securities …

The Unclear "Clear And Unmistakable" Standard: Why Arbitrators, Not Courts, Should Determine Whether A Securities Investor's Claim Is Arbitrable, Guy Nelson

Vanderbilt Law Review

When an individual investor opens an account with a securities broker, the customer often must sign a standard-form contract as a precondition of conducting business with the broker. This non- negotiable contract, referred to as a Customer Agreement, generally contains an arbitration clause under which the parties agree to submit any future disputes to arbitration conducted by one of the securities industry's self-regulatory organizations ("SROs"). Proceedings initiated under the broad and inclusive arbitration clause are subject to the arbitration guidelines established by the SROs, a group which includes all the major stock exchanges. Virtually all brokers are members of an …

Building A Strong Subnational Debt Market, Paul S. Maco

Richmond Journal of Global Law & Business

Decentralization of responsibility for finance and growing infrastructure needs are two trends that are expected to stimulate a growth in government borrowing at the sub-national level. Statistics for the first half of 2000 show a significant increase in sub-national debt volume, with global public finance, excluding Canada and the United States, more than doubling that of the first half of 1999.

Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller

Washington and Lee Law Review

No abstract provided.

Multinational Regulatory Competition And Single-Stock Futures , Frank Partnoy

Northwestern Journal of International Law & Business

Whereas these first two forms of regulatory competition are well documented and covered in the legal literature, the third form - which I call "multinational regulatory competition" - is newer and more difficult to characterize. Accordingly, any claims about future regulatory competition in this form necessarily are speculative. By "multinational regulatory competition," I mean competition occurring when a group of regulators from more than one sovereign forms a partnership as a multinational regulator and then seeks to compete with other groups of regulators, also formed from more than one sovereign. There is some recent empirical evidence that regulatory trends in …

Demutualization Of Financial Exchanges: Business As Usual, Caroline Bradley

Northwestern Journal of International Law & Business

The article begins by outlining some of the history of mutual business forms, and the recent demutualization movement. Then, after examining the idea of exchanges as proprietary businesses, the article examines three new problems caused by demutualization: how shares in an exchange will be traded; how a proprietary exchange can function as a regulator; and the risk that a proprietary exchange will become a take-over target. The article concludes that there is no perfect arrangement for trading in an exchange's shares; that, if proprietary exchanges are allowed to act as regulators, they should be subject to some constraints as to …

Securities Price Risks And Financial Derivative Markets , Peter H. Huang

Northwestern Journal of International Law & Business

The financial and popular media report almost daily on the volatility of securities market prices. Yet, many people continue to buy securities to hedge against or speculate on certain risks. People can also buy or sell derivatives to hedge against or speculate on fluctuations in securities prices. This Article discusses three regulatory policy implications of utilizing derivatives markets to reallocate the bearing of securities price risks. First, if there are too few non-redundant derivative markets, a competitive market equilibrium allocation of securities price risks is typically constrained Pareto inefficient. This financial economic result means that for typical economies, a regulator …

International Regulatory Responses To Derivative Crises: The Role Of The U.S. Commodity Futures Trading Commission , Brooksley Born

Northwestern Journal of International Law & Business

Over the past decade, as derivatives markets - and particularly the over-the-counter ("OTC") market - have become increasingly global in nature, the U.S.. Commodity Futures Trading Commission ("CFTC") - the federal regulatory agency that oversees futures and commodity option trading' - has played an active role in fostering international regulatory cooperation. The technology of the information age, allowing instant communication and electronic trading, has revolutionized financial markets, instituting around-the-clock, around-the-globe trading, globally active market users and market intermediaries, and an increasing pace of market innovation. Market crises now have the potential for widespread financial impact and require international regulatory response. …

Hedge Funds, Hot Markets And The High Net Worth Investor: A Case For Greater Protection, Helen Parry

Northwestern Journal of International Law & Business

shares; that, if proprietary exchanges are allowed to act as regulators, they should be subject to some constraints as to how they perform this function; and that, contrary to the ordinary case where we have reason to believe that markets discipline firms, a vigorous market for control of exchanges could have harmful effects. The concern that underlies these conclusions is a concern that a country's national interest in protecting its domestic capital markets for the benefit of domestic enterprise and investors is likely to be undermined in a world where exchanges act just like any other business. Management, are clearly …

New Legislation Permitting Stock Futures: The Long And Winding Road, William J. Brodsky

Northwestern Journal of International Law & Business

This article will explain how the stock futures issue arose, how Congress handled it last year, and the application of the legislation to this new product. While I believe that the approach taken in the CFMA will allow stock futures to trade on a level regulatory playing field in many areas with stock options, which are regulated solely as securities, it will not remove all the disparities between these two competing products. That will only occur when Congress acquires the political will to merge the SEC and the CFTC to create a modem regulatory system for the U.S. equity markets.