Law Commons^™

The Public Offering And A Quest For Alternatives, Bart A. Brown, Jr., Clifford A. Roe, Jr., Scott B. Crooks

Vanderbilt Law Review

The year 1969 has seen a continuation of the strong new issues market that has commanded a significant portion of the attention of the investing public over the past few years. As a result, more and more closely held companies are seeking to raise funds through public offerings of their stock and thus share in the successes of this strong market. While the market conditions have been most encouraging,there have been other developments that have made the managements of some closely held companies reconsider the relative advantages and disadvantages of going public. Recent court decisions have strictly defined the legal …

Taxation Of Preferred Stock In Corporate Reorganizations, Bruce E. Gagnon

Vanderbilt Law Review

Among the sections added to the revised version of the Internal Revenue Code of 1954 was section 306, designed to close a gaping loophole which might have permitted many taxpayers to withdraw earnings and profits from a corporation through the distribution and sale of preferred stock and to receive capital gains treatment at the shareholder level rather than the dividend treatment ordinarily applicable to such distributions. In this article, Professor Gagnon argues that, as applied to corporate reorganizations, section 306 falls far from its mark. After discussing the purpose and operation of section 306 and related sections, the author suggests …

Securities Regulation-Application Of Section 16(B) - Deputization - Liability For Short-Swing Profits After Directorship Terminated-Feder V. Martin Marietta Corp. 406 F.2d 260 (2d. Cir. 1969), Donald Gary Owens

William & Mary Law Review

No abstract provided.

Insider Liability For Short-Swing Profits Pursuant To Mergers And Related Transactions, James P. Hemmer

Vanderbilt Law Review

This article considers the problems presented by the application of section 16(b) of the Securities Exchange Act of 1934 to corporate merger transactions. Mr. Hemmer argues that the"matching across" proposal, which has been suggested by some commentators, should not be applied to the merger situation. Instead, the author advocates that the "possibility of abuse" test, which the courts have applied to conversion transactions, should also. be applicable to the corporate merger. Mr. Hemmer feels this approach will prevent the abuses for which section 16(b) was enacted and, at the same time, provide the courts with a flexible test for this …

Take-Over Bids In Virginia

Washington and Lee Law Review

No abstract provided.

Impact Of U.C.C. Article Nine On Revenue Bond Investments, Gary Dale Spivey

Indiana Law Journal

No abstract provided.

Rule 10b-5:The Disclosure Of Finder's Fees In Connection With The Purchase Or Sale Of Securities, David L. Cocanower

Indiana Law Journal

No abstract provided.

Recent Cases, Law Review Staff

Vanderbilt Law Review

Criminal Law--Habeas Corpus-State Prison Regulation Prohibiting Prisoner from Preparing Petition for Fellow Inmates Held Invalid in Absence of Alternative Means of Assistance

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Securities Regulation--Corporation as a Director for the Purposes of Section 16(b) of the 1934 Securities Exchange Act

How Big A House Of Cards-Private Actions And Insiders Under Rule 10b-5, Steven E. Briggs, Donald Bolles

San Diego Law Review

Today, the federal court interpretation of Rule 10b-5, promulgated by the SEC (under the authority of a federal statute, section 10b of the Securities Exchange Act) have become the cornerstone of a federal common law of corporations. Recently there has been expansive use of the rule to afford a private civil remedy for a "defrauded" buyer or seller of securities. The right to sue for either damages or rescission was not explicitly given by the statute or the rule, rather it has been implied by the courts. The dimensions of this new judicially crated right of action are still developing …

Financial Statement Insurance: A New Approach To Ivestor Protection, Stephen Z. Surridge

University of Michigan Journal of Law Reform

The accounting profession rapidly is moving toward a crisis in liability. Members of the investing public are suing accountants with mounting frequency and success. This article will analyze briefly the origin and present dimensions of the crisis, and then propose a plan for replacing court-imposed liability with insured liability through the offering of financial statement insurance. The essentials of the plan can be simply stated. Insurance would be offered by accountants to investors on a voluntary basis in conjunction with purchases and sales of corporate stock and securities. Individual investors would be able to purchase from the auditors of a …

Administrative Law—Federal Securities Exchange—Stock Purchases By Insiders Possessing Material Information And Misleading Corporate Press Release Violate Sec Rule 10b-5, Gerald Toner

Buffalo Law Review

SEC v. Texas Gulf Co., 401 F.2d 833 (2d Cir. 1968).

Jennings & Marsh, Jr: Securities Regulation: Cases And Materials (2d Ed.), Homer Kripke

Michigan Law Review

A Review of Securities Regulation: Cases and Materials (2d ed.) by Richard W. Jennings and Harold Marsh, Jr.

Securities Regulation - Trading By Insiders - S.E.C. V. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968), Dennis C. Hensley

William & Mary Law Review

No abstract provided.

Texas Gulf Sulphur: Its Holdings And Implications, William N. Ozier

Vanderbilt Law Review

The purpose of this note is to analyze the holding in the Texas Gulf Sulphur case as it relates to prior law and to consider some of the problems raised by the decision. Some suggestions will also be made for possible resolution of the most disturbing questions raised by the decision.

Control Of Corporate Indemnification:A Proposed Statute, James H. Cheek, Iii

Vanderbilt Law Review

The recent unprecedented increase in the number of suits filed against corporate executives under the Federal antitrust and securities laws has again focused attention on the risks of executive liability " and the corresponding problem of attracting top men as corporate directors. Faced with this dilemma, corporations have drafted bylaws providing for the maximum identification allowed under applicable state law. The state legislatures, on the other hand, have attempted to prevent misuse of the power to indemnify, while at the same time trying to insure adequate protection for those who serve as directors. Mr. Cheek argues that the legislatures have …

The Underwriter's Duty Of "Due Diligence" Under Section 11 Of The Securities Act: Reflections On Barchris, Theodore W. Lenz

Vanderbilt Law Review

The Securities Act of 1933 seeks to protect the investing public by putting into the hands of the potential securities purchaser information upon which he can base an enlightened investing choice. The participants in a public distribution of securities--including the underwriters are required to collect, accurately and completely in a registration statement and an accompanying prospectus, the relevant facts about the company issuing the securities. Failure to do so will render the participants liable under section 11 of the Act. The Act then imposes a duty of care on the underwriter and enforces that duty by the threat of civil …

Stocks--Texas Gulf Sulphur: Rule 10b-5 Insider Liability Expanded?, Stephen Lewis Atkinson, Robert Mason Steptoe Jr.

West Virginia Law Review

No abstract provided.

Headnotes, Journal Staff

Vanderbilt Journal of Transnational Law

On April 4, 1969, the American Society of International Law (ASIL) and the Vanderbilt International Law Society held a Conference on Legal Problems of International Capital Formation. The Symposium appearing in this issue of the International directly results from this Conference.

Manuel F. Cohen, former Chairman of the Securities and Exchange Commission, begins the Symposium with a brief overview of the development of international securities markets in Europe. Mark S. Massel then suggests the questions a businessman or lawyer should ask before making foreign investment. Lester Nurick shows how international organizations, especially the World Bank, join with private parties in …

Legal Problems Of International Capital Formation, Manuel F. Cohen

Vanderbilt Journal of Transnational Law

In the past ten or fifteen years, a revolution has been going on in the financial and securities field. This phenomenon is only an aspect of a wider revolution which is occurring throughout our society. To understand these revolutions, one must understand not only the economic issues but also the national interests and prejudices that affect governmental action. For example, securities law is moving in a slightly different direction in Canada from that in the United States. This introduction sets forth what I sense is going on in Western Europe.

Unless the people whose savings the market wishes to tap …

The Problems: An Overview, Mark S. Massel

Vanderbilt Journal of Transnational Law

Securities regulation -- domestic and foreign -- has a technical fascination for the lawyer, whether he be a practicing attorney, corporate counsel, government regulator, or legal scholar. The intricate detail of the primary regulations and of their subsidiary byways provide opportunities for stimulating mental gymnastics. The piecing together of the various phases provides interesting occasions for experimentation, speculation, and analyzation.

Yet, a preoccupation with securities regulation which overlooks the setting can produce mere academic exercise. The need for an appreciation of the setting is all-important in examining foreign securities regulation. In considering United States securities regulation we do not need …

Securities Regulation In Selected European Countries, Mitchell Brock

Vanderbilt Journal of Transnational Law

In approaching the subject of securities regulation in selected European countries, I will not attempt to provide a detailed description of the existing arrangements in the principal European countries. I shall of course to some degree descend to the "nitty gritty" of concrete details to give to airy generalizations a local reality, but my principal objective will be to discuss the economic context, the structure of the capital markets in which the regulatory authorities are performing their functions.

This economic context is pertinent to an understanding of why the pattern of regulation differs in many respects from that existing in …

International Security Markets, Robert L. Knauss

Vanderbilt Journal of Transnational Law

I would like to concentrate on what we might call the international aspects of the European securities markets and, if nothing else, to define a couple of terms. What I want to do first is to look at the question of integration of capital markets, and what we mean by that term. Is it really easier for a French company to raise capital in Belgium than a company from the United States? Has there been any integration in the Common Market? Do foreign issuers raise capital on national securities markets in the currency of that market? I think we have …

Management's Liability For Defamation In Proxy Statements, Morton L. Berg

Cleveland State Law Review

The Securities Exchange Act of 1934 specifically provides for a dual system of regulation over securities and persons by both state securities commissions and the SEC, provided that the state authority does not conflict with the Exchange Act or consequent rules and regulations. However, there is no direction given in the Act or its rules as to whether federal pre-emption will be applied when a Commission rule attempts to abrogate the state's common law of defamation.

The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley

Villanova Law Review

No abstract provided.

The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.

Villanova Law Review

No abstract provided.

Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick

Cleveland State Law Review

The recent decisions in the field of securities transactions do not significantly change the legal standards, but they do create an increased awareness of the problems and the limits imposed upon the financial community. It is well established now that a broker's duties to the investing public take precedence over any conflicting duties to his customers or advisees to whom he only owes a duty not to defraud them or profit at their expense. The broker further has a duty to prevent his clients from profiting at the expense of the uninformed public.

Recent Developments, Various Editors

Villanova Law Review

No abstract provided.