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Articles 1 - 30 of 49
Full-Text Articles in Law
Calpers V. Anz Securities: Securities Time Bars, Whit Kendall
Calpers V. Anz Securities: Securities Time Bars, Whit Kendall
Mississippi College Law Review
Statutes of limitations and statutes of repose are critical mechanisms that help to limit liability in civil actions. In many instances, these two time bars are paired together in order to protect a defendant from an interminable threat of liability. Although these time limits are present in many types of statutes, they are especially important in statutes involving securities offerings because of the need to protect financial security. In the Securities Act of 1933 ("Securities Act"), there are two time bars, a statute of limitations and a statute of repose, which attempt to protect potential defendants from liability regarding the …
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
Brooklyn Journal of Corporate, Financial & Commercial Law
Optimism is an indispensable element of effective salesmanship. It is therefore quite natural for the directors of public companies to want to optimistically tout the potential long-term benefits of investing in their companies. After all, directors of public companies must be empowered to attract the attention and money of American investors. But what happens if these long-term projections fail to come true? Who is to blame for long-term projections that are simply unrealistic? A doctrine called the “bespeaks caution” doctrine has emerged in order to govern these inquiries, and holds that these optimistic forward-looking statements are legally immunized provided that …
The Facebook Status That Sparked An Sec Investigation: Regulation Fair Disclosure And The Growth Of Social Media, Alyssa Wanser
The Facebook Status That Sparked An Sec Investigation: Regulation Fair Disclosure And The Growth Of Social Media, Alyssa Wanser
Touro Law Review
No abstract provided.
Alternatives For Small Business Raising Capital Under The Securities Act Of 1933, David H. Barber
Alternatives For Small Business Raising Capital Under The Securities Act Of 1933, David H. Barber
Pepperdine Law Review
The problems encountered by the business community in raising capital for new or small businesses has spurned implementation of responsive policy and regulations by the Securities and Exchange Commission. As a result of input from a series of nationwide small business hearings, the S.E.C. has recently demonstrated its commitment to aiding capital raising needs. This was accomplished by creating an Office of Small Business Policy to respond to the effects of major new changes to the Securities Act of 1933 which seek to facilitate the process of capitalization of small business. Professor David H. Barber, of Brigham Young University's J. …
Removal Of Covered Class Actions Under Slusa: The Failure Of Plain Meaning And Legislative Intent As Interpretative Devices, And The Supreme Court's Decisive Solution, J. Tyler Butts
William & Mary Business Law Review
No abstract provided.
Preference Determinations Concerning Bankruptcy Reform Act Of 1978 And Securities Act Of 1933, Securities And Exchange Act Of 1934, And Commodity Exchange Act, J. B. Grossman
University of Arkansas at Little Rock Law Review
No abstract provided.
Law, Share Price Accuracy, And Economic Performance: The New Evidence, Merritt B. Fox, Randall Morck, Bernard Yeung, Artyom Durnev
Law, Share Price Accuracy, And Economic Performance: The New Evidence, Merritt B. Fox, Randall Morck, Bernard Yeung, Artyom Durnev
Michigan Law Review
Mandatory disclosure has been at the core of U.S. securities regulation since its adoption in the early 1930s. For many decades, this fixture of our financial system was accepted with little examination. Over the last twenty years, however, mandatory disclosure has been subject to intensifying intellectual crosscurrents. Some commentators hold out the U.S. system as the standard for the world. They argue that adoption by other countries of a U.S.-styled system, with its greater corporate transparency, would enhance their economic performance. Other commentators, in contrast, insist that the U.S. mandatory disclosure regime represents a mistake, not a model. These crosscurrents …
Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist
Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist
Michigan Law Review
The Securities Act of 1933 ("Securities Act") requires full and fair disclosure of the nature of securities sold in interstate and foreign commerce. Section 11 of the Securities Act prohibits false or misleading registration statements. It also provides buyers a private remedy for false or misleading statements against any signer of the registration statement, any partner or director of the issuer, any professional involved in preparing or certifying the statement, and any underwriter. The rule appears simple: if there is a material misstatement or omission in the registration statement, the buyer may sue the seller. Courts disagree, however, over how …
The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.
The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.
Kentucky Law Journal
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 …
Regulation S And Offshore Capital: Will The New Amendments Rid The Safe Harbor Of Pirates?, Jon B. Jordan
Regulation S And Offshore Capital: Will The New Amendments Rid The Safe Harbor Of Pirates?, Jon B. Jordan
Northwestern Journal of International Law & Business
This article will explain how the securities laws were prior to Regulation S as they applied to the offshore offer and sale of securities. The regulation as originally adopted and the brand new safe harbors it brought to the laws governing offshore offers and sales will also be explored. Then the subsequent regulatory abuses and concerns in the marketplace surrounding the regulation and the Commission's response to these issues will be discussed. The amendments to Regulation S which eventually served as the Commission's way of halting these problems and the changes they brought to the regulation will be laid out. …
Gustafson: One Small Step (Backward) For Private Plaintiffs, One Giant Leap (Backward) For The Securities Bar, J. Dormer Stephen Iii
Gustafson: One Small Step (Backward) For Private Plaintiffs, One Giant Leap (Backward) For The Securities Bar, J. Dormer Stephen Iii
Oklahoma Law Review
No abstract provided.
Should Mandatory Written Opinions Be Required In All Securities Arbitrations?: The Practical And Legal Implications To The Securities Industry , Lynn Katzler
American University Law Review
No abstract provided.
The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman
The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman
Michigan Law Review
As a matter of analytical style, this article illustrates a contextualist approach. For a considerable period of time, the dominant analytical style in corporate and securities .law has been a variant of economic, or law and economics, analysis. The virtue of this type of analysis is that it focuses on what its authors deem to be crucial variables and reaches conclusions derived from the core of a specific legal problem. The defect of this type of analysis is that so much is assumed or often assumed away.
Securities Regulation: Challenges In The Decades Ahead, J. William Hicks
Securities Regulation: Challenges In The Decades Ahead, J. William Hicks
Indiana Law Journal
No abstract provided.
The Capital Markets In Transition: A Response To New Sec Rule 144a, Kellye Y. Testy
The Capital Markets In Transition: A Response To New Sec Rule 144a, Kellye Y. Testy
Indiana Law Journal
No abstract provided.
The Securities Arbitrators' Nightmare, Constantine N. Katsoris
The Securities Arbitrators' Nightmare, Constantine N. Katsoris
Fordham Urban Law Journal
Securities arbitration panels have arisen to deal with the rising tide of securities litigation. However, the application of arbitration procedure to securities claims has caused problems with clashes of procedure and enforcement issues. The United States Arbitration Act was passed to The Supreme Court addressed some of those issues in Dean Witter Reynolds Inc. v. Byrd, but did not determine whether Wilko v. Swan's effective repeal of the Arbitration Act as it applies to securities claims brought under the Securities Act of 1933 also covered securities claims brought under the Securities Act of 1934. The author eventually determines that because …
Continuing Confusion In The Definition Of A Security: The Sale Of Business Doctrine, Discretionary Trading Accounts, And Oil, Gas And Mineral Interests
Washington and Lee Law Review
No abstract provided.
Derivative Liability In Securities Law: Controlling Person Liability, Respondeat Superior, And Aiding And Abetting, Ralph C. Ferrara, Diane Sanger
Derivative Liability In Securities Law: Controlling Person Liability, Respondeat Superior, And Aiding And Abetting, Ralph C. Ferrara, Diane Sanger
Washington and Lee Law Review
No abstract provided.
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
William & Mary Law Review
No abstract provided.
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
William & Mary Law Review
No abstract provided.
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
William & Mary Law Review
No abstract provided.
Implied Private Rights Of Action Under The Securities Act Of 1933 Section 17(A), Steven M. Stankewicz
Implied Private Rights Of Action Under The Securities Act Of 1933 Section 17(A), Steven M. Stankewicz
University of Michigan Journal of Law Reform
This article considers the existence of a private right of action under Securities Act section 17(a). Part I examines the evolving implication doctrines, and their applicability to section 17(a).Part II discusses the need for a statutory solution and the treatment of implied rights of action under the American Law Institute's proposed Federal Securities Code.
Public Utility Holding Company Act Of 1935 -- Fossil Or Foil?, Douglas W. Hawes
Public Utility Holding Company Act Of 1935 -- Fossil Or Foil?, Douglas W. Hawes
Vanderbilt Law Review
The 1935 Act, like the Investment Company Act of 1940, is concerned primarily with regulation and does not emphasize disclosure, as does the Securities Act of 1933. Under the 1935 Act, unless an exemption is available, all holding companies whose subsidiaries are engaged in the electric utility business or in the retail distribution of natural or manufactured gas must register. Once registered, a holding company becomes subject to two principal kinds of provisions under the Act. The geographical integration and corporate simplification process mandated by section 11 (and sections 6, 7, 9, and 10, which are designed to prevent new …
Case Note: Securities Law - Pensions - An Involuntary Noncontributory Employee Pension Fund Is A "Security" Under The Federal Securities Laws, Peter J. Kurshan
Case Note: Securities Law - Pensions - An Involuntary Noncontributory Employee Pension Fund Is A "Security" Under The Federal Securities Laws, Peter J. Kurshan
Fordham Urban Law Journal
In this case note, Peter J. Kurshan analyzes Daniel v. International Brotherhood of Teamsters, 410 F. Supp. 541 (N.D. Ill. 1976), appeal docketed, No. 76-1855 (7th Cir. April 29, 1976). Plaintiff union member John Daniel was denied the right to receive union pension benefits after working for twenty-two and one half years. The trustees of the Local 705 Fund denied the benefits because Daniel's employment was not continuous. They contended that Daniel did not meet the conditions of the union pension plan, since he had been laid off involuntarily for several months. As a result, Daniel brought a class action …
Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review
Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review
Michigan Law Review
The Securities Act of 1933 and the Securities Exchange Act of 1934 require most major corporations to disclose to investors all material information concerning company operations. Although they were not intended to regulate the conduct of business, these disclosure obligations can have a deterrent effect upon improper corporate activities. The recent revelation that a significant number of corporations have been making bribes and similar payments abroad has created interest in the feasibility of employing the disclosure requirements to curtail this practice. This Note will show that, despite recent pressures for change, the Securities and Exchange Commission has continued to view …
Judicial Control Of Cash Tender Offers-A Few Practical Recommendations, Ronald W. Oakes
Judicial Control Of Cash Tender Offers-A Few Practical Recommendations, Ronald W. Oakes
Indiana Law Journal
No abstract provided.
Applying Securities Regulations To Sales Of Club Memberships Student Symposium - Interpreting The Statutory Definition Of A Security: Some Pragmatic Considerations., James P. Brennan
St. Mary's Law Journal
The term “association” ordinarily suggests a collective of people bound together in pursuit of a particular purpose. The purpose of many associations is to realize financial gain through investing members’ money under circumstances that may amount to the sale of a security by the association. There are various types of associations that sell club memberships. These transactions lie either within or without the scope of federal and state securities acts. In examining the substance of membership in an association, courts have identified the elements that determine whether a transaction is a security. The elements include the investment of a member’s …
Real Estate Investments As Securities: The Sufficiency Of The Howey Test Student Symposium - Interpreting The Statutory Definition Of A Security: Some Pragmatic Considerations., John W. Mcleod
St. Mary's Law Journal
The purpose of this article is to examine the kind of protection afforded to real estate investors through the securities acts passed the 1930s. The Supreme Court decision in SEC v. W.I. Howey Co. (1946) held that a security exists when (1) there is an investment of money (2) in a common enterprise (3) with profits to come solely from the efforts of others. This study considers the criticisms of Howey by two legal commentators of the late 1960s, Professor Coffee and Professor Long, in its examination of three main types of real estate investments: land syndications, condominiums, and cooperative …
Intrastate Offerings Under Rule 147, J. William Hicks
Intrastate Offerings Under Rule 147, J. William Hicks
Michigan Law Review
In an effort to publicize administrative and judicial interpretations of the exemption, to protect investors, and to provide more certainty in determining the parameters of section 3(a)(ll), the SEC has adopted rule 147. This Article, in three parts, will examine that rule. Part I is devoted to an explanation of the rule; it will indicate how the rule differs from earlier interpretations of section 3(a)(ll) and discuss the problems that the rule leaves unanswered. Part II will consider the interrelationships among the various sections of the rule, as well as interpretative issues that have not yet arisen under section 3(a)(ll). …