Law Commons^™

Compromise Merit Review—A Proposal For Both Sides Of The Debate, Gregory Gorder

Washington Law Review

As is the case with many facets of modem life, government is involved in regulating the primary securities markets. Both federal and state laws require registration of initial securities offerings. Federal registration is procedural in nature, requiring full disclosure. State registiation, on the other hand, usually includes "merit review" of proposed securities offerings; state administrators typically may deny registration of a security if the offering would not be fair, just, and equitable or would be unreasonable in certain respects. This Comment analyzes the advantages and disadvantages of merit review, specifically the discretionary power reposed in the state administrator, and proposes …

Customer Rights Under The Commodity Exchange Act, Jerry W. Markham, Kyra K. Bergin

Vanderbilt Law Review

This Article reviews customer rights and remedies now available under the CEA. Specifically, part II of this Article explores the scope of transactions covered by the CEA, part III addresses the antifraud provisions of the CEA, and part IV discusses the standard of intent required to prove that fraud has been committed under CEA provisions. Part V of this Article examines the secondary liability of brokerage firms and others for the fraudulent acts of its employees, part VI discusses fiduciary liability under the CEA, and part VII enumerates the various forums available for customer remedies." This Article concludes in part …

Short-Swing Profiles In Failed Takeover Bids—The Role Of Section 16(B), Donna Darm

Washington Law Review

This Comment examines the scope of section 16(b) liability for the unsuccessful takeover bidder. It then develops two possible analyses by which the courts might exempt the takeover bidder from section 16(b)'s provisions. Alternatively, it recommends that if the courts do not exonerate takeover bidders, they should at least allow a less harsh calculation of profit.

Schreiber V. Burlington Northern, Inc., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Lowe V. Securites And Exchange Commission, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Bateman Eichler, Hill Richards, Inc. V. Berner, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Gould V. Ruefenacht, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Landreth Timber Co. V. Landreth, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

The Continuing Puzzle Of Secured Debt, Alan Schwartz

Vanderbilt Law Review

In 1981, I wrote an article showing that no good answer had been given to the question why corporations issue some debt on a secured basis and other debt on an unsecured basis.' This showing had normative implications because claims that the institution of personal property security is efficient or otherwise desirable must be impeached if the actual purposes that security serves are unknown. Consequently, the law's favorable treatment of secured debt-for example, giving it first place in bankruptcy distributions--is without plausible support. My article did not advocate repealing the privileges attached to secured debt, however, because then--current knowledge also …

The Patentability Of Computer Programs: Merrill Lynch's Patent For A Financial Services System, Lynne B. Allen

Indiana Law Journal

No abstract provided.

Florida's Response To The Need For Uniformity In Federal And State Securities Registration Exemption Requirements, Rex A. Hurley, Carla Green

Florida State University Law Review

No abstract provided.

The Ninth Circuit's Requirement Of Notice To Targets Of Third Party Subpoenas In Sec Investigations—A Remedy Without A Right—Jerry T. O'Brien, Inc. V. Sec, 704 F.2d 1065 (9th Cir. 1983), Rev'd, No. 83-751, Slip Op. (U.S. June 18, 1984), Judith Bellamy Peck

Washington Law Review

The threat of civil, criminal, or administrative sanctions is, of course, the greatest risk faced by a subject of an SEC investigation. However, regardless of the investigatee's guilt or innocence, an investigation poses other hazards, especially damage to business reputation. SEC investigatees traditionally have had virtually no protection against the economic risks that accompany the investigative process. These risks have been seen as the unavoidable cost of pursuing a regulated activity. This Note examines generally the economic interests of SEC investigatees and reviews prior judicial treatment of these interests. The Note then analyzes the O'Brien decision, focusing on the court's …

Insider Trading And The Insider Trading Sanctions Act Of 1984: New Wine Into New Bottles?, David M. Brodsky

Washington and Lee Law Review

No abstract provided.

Extraterritorial Application Of Fraud Provisions Of The Commodity Exchange Act

Washington and Lee Law Review

No abstract provided.

The Effect Of A Defendant's Affirmative Concealment Of His Securities Fraud On Section 10(B) Limitations Periods

Washington and Lee Law Review

No abstract provided.

The Sale Of Business Doctrine: Judicial Exemption From The Federal Securities Laws

Washington and Lee Law Review

No abstract provided.

The Severability Of Arbitrable And Nonarbitrable Securities Claims

Washington and Lee Law Review

No abstract provided.

The Use Of The Fifth Amendment In Sec Investigations, Seymour Glanzer, Howard Schiffman, Mark Packman

Washington and Lee Law Review

No abstract provided.

Precious Metals Trading-The Last Frontier Of Unregulated Investment, David J. Gilberg

Washington and Lee Law Review

No abstract provided.

Oral Misrepresentations At "Roadshows" And In Other Settings: Illusory Liability Under Rule Lob-57

Washington and Lee Law Review

No abstract provided.

Corporate Morality And Management Buyouts

Washington and Lee Law Review

No abstract provided.

Negligence Vs. Scienter: The Proper Standard Of Liability For Violations Of The Antifraud Provisions Regulating Tender Offers And Proxy Solicitations Under The Securities Exchange Act Of 1934

Washington and Lee Law Review

No abstract provided.

Rule 10b-5-Application Of The In Pari Delicto Defense In Suits Brought Against Securities Brokers By Customers Who Have Traded On Inside Information, Mark G. Strauch

Vanderbilt Law Review

This Note advocates that courts should permit tipper defendants to assert the in pari delicto defense in private 10b-5 cases against tippee plaintiffs unless one of the first three exceptions to the analytical framework applies. Part II of this Note discusses the purpose and application of the in pari delicto defense and the four situations in which courts have rejected it. Part II also illustrate show courts analyze the in pari delicto defense in contract, anti-trust, and non-10b-5 securities cases. Part III provides a general background on the purpose of the Securities and Exchange Act of 1934 and rule 10b-5, …

Lifting The Cloud Of Uncertainty Over The Repo Market: Characterization Of Repos As Separate Purchases And Sales Of Securities, William F. Hagerty, Iv

Vanderbilt Law Review

In light of the actual and potential financial harm that repo investors faced after failures of several repo market participants,this Note proposes a new legal characterization of repos and argues for adoption of proposed Bankruptcy Code amendments pertaining to repos. Both of these suggestions would give repo investors significant future financial protection without destroying the financially attractive characteristics of repurchase agreements.

Part II of this Note begins laying the foundation for this proposal by discussing current repo market problems that the failures of several repoissiers have exposed.

Part II discusses new policies concerning the appropriate uses of the collateral securities …

Xii. Securities Law

Washington and Lee Law Review

No abstract provided.

Materiality, Law Reform, And Regulation By Prosecution, Michael Rosenzweig

Michigan Law Review

A Review of Regulation by Prosecution: The Securities & Exchange Commission Versus Corporate America by Roberta S. Karmel

Fraud On The Market: A Criticism Of Dispensing With Reliance Requirements In Certain Open Market Transactions, Barbara Black

Faculty Articles and Other Publications

The still-developing fraud on the market theory is the primary method by which securitiesf raudp laintiffs have attempted either to relax or eliminate the troubling reliance and causation requirements. Professor Black examines this emerging theory and suggests that the traditional common-lawfraud concepts that focus on reliance and causation still have validity and continue, even in this context, to offer appropriate
limitations on liability. The Article analyzes cases that have reduced or ignored this reliance element and explains why the legal concepts from which the fraud on the market theory evolved demand stricter adherence to reliance in certain markets but not …

Application Of Respondeat Superior Principles To Securities Fraud Claims Under The Racketeer Influenced And Corrupt Organizations Act (Rico), Barbara Black

Faculty Articles and Other Publications

Part I of this article outlines RICO's statutory scheme, reviews the common law doctrines under which a principal may be liable for the acts of its agent and the policies behind these doctrines, and examines RICO decisions raising the issue of vicarious liability. Part II examines non-RICO federal cases and identifies relevant factors determining the appropriateness of applying respondeat superior and agency principles to federal statutes. Finally, Part III analyzes the specific provisions of RICO in light of the factors identified in Part II. The article concludes that these factors do not support the imposition of liability on defendants other …

Tax Shelter Litigation And Securities Law: Should Tax Benefits Be Used To Reduce Plaintiff Awards?, Carole Schecter

Loyola University Chicago Law Journal

No abstract provided.

Massachusetts Securities Regulation: In Search Of The Fulcrum, Stephen M. Honig

University of Baltimore Law Review

The Massachusetts Securities Division and representatives of the Massachusetts Securities Bar are currently reevaluating Massachusetts blue sky regulation. In this article, the author reviews the existing practices, and concludes that the Division has waivered between adopting a merit review or disclosure approach to regulation of registered and exempt offerings. The author concludes that vigorous merit review is unjustified under the Massachusetts statute, and advocates fundamental reform of existing practices to ensure certainty in regulation and national uniformity.