Law Commons^™

How Efficient Markets Undervalue Stocks: Capm And Ecmh Under Conditions Of Uncertainty And Disagreement, Lynn A. Stout

Cornell Law Faculty Publications

Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox

Michigan Law Review

One of the most dramatic examples of increasing interaction across national boundaries in recent years has been the burgeoning volume of transnational transactions in corporate equities. Most developed capitalist countries impose affirmative obligations on issuers of corporate equity to disclose certain information about themselves. While these obligations are imposed on issuers, they are triggered by transactions. The growth in transnational transactions is thus increasingly raising difficult issues concerning the reach of differing national regimes. Given the magnitude of legal resources devoted to compliance with such disclosure regulations, they promise to feature prominently in the larger discussion of the role of …

Technology, Transactions Costs, And Investor Welfare: Is A Motley Fool Born Every Minute?, Lynn A. Stout

Cornell Law Faculty Publications

Computer network technology promises to revolutionize the secondary securities market and particularly to reduce dramatically the marginal costs associated with trading corporate equities. Lowering transactions costs usually is presumed to increase trader welfare. Certain unique characteristics of the secondary securities market suggest, however, that reducing the marginal costs associated with trading stocks may have the perverse and counterintuitive effect of decreasing investor welfare. Policymakers should consider this possibility as they respond to the market's rapid evolution.

Securities Regulation, John L. Latham, Jenna L. Fruechtenicht

Mercer Law Review

This Article surveys significant cases decided by the United States Court of Appeals for the Eleventh Circuit during 1995 and 1996 in the field of securities regulation. This Article also examines select Supreme Court decisions and Congressional enactments during this survey period that affect Eleventh Circuit precedent.

The most significant development during this survey period was the enactment of the Private Securities Litigation Reform Act of 1995. Because the legislation affects a number of historical precedents and implements substantial changes in the area of securities regulation, this survey must begin with that Act.

The Insider Story, Richard C. Reuben

Faculty Publications

The central issue in United States v. O'Hagan, No. 96-842, is the validity of the so-called "misappropriation theory" of insider trader liability under Section 10(b) of the Securities and Exchange Act of 1934. 15 US.C. 78(j)(b). The justices heard oral arguments in April. If the theory propounded by federal regulators is endorsed by the Court, it would expand insider trader liability under U.S. law.

Realizing The Re-Emergence Of The Chinese Stock Market: Fact Or Fiction?, Ann P. Vandevelde

Vanderbilt Journal of Transnational Law

The stock market which currently exists in the People's Republic of China (PRC) is a product of the "open door policy" introduced by Deng Xiaoping in 1978, following the death of Mao Zedong, to promote economic development over class struggle. Following limited experimentation with stock issuance at the local level, the Shanghai and Shenzhen stock exchanges opened in 1990 and 1991 respectively. Since its recent inception, China's stock market--which comprises the trading of domestically owned A-Shares and foreign-owned B-Shares--has experienced impressive growth together with periods of volatility as well as lackluster performance. Recent performance of A-Share trading has been strong, …

Derivative Securities: Governmental Entities As End Users, Bankrupts And Other Big Losers, Robert C. Downs, Lenora J. Fowler

Faculty Works

No abstract provided.

United States U. O'Hagan: 'L'He Eighth Circuit Throws The Second Strike To The Misappropriation Theory Of Rule 10b-5 Liability, Shawn J. Lindquist

BYU Law Review

No abstract provided.

Judge Friendly And The Law Of Securities Regulation: The Creation Of A Judicial Reputation, Margaret V. Sachs

Scholarly Works

Few judges are more revered than the late Henry J. Friendly, a member of the United States Court of Appeals for the Second Circuit from 1959 to 1986. Leading jurists and scholars have described him as "one of our wisest judges," "a legend in his own time," "the most remarkable legal mind of his generation," "the pre-eminent appellate judge of his era," and "the most distinguished judge in this country during his years on the bench."

Are great judicial reputations-like great literary and scientific reputations- also shaped by contingencies? Or does the legal profession for some reason stand apart? This …

Diminishing The Expected Impact Of Central Bank Of Denver V. First Interstate Bank Of Denver: Secondary Liability Masquerading As Primary Liability Under Section 10(B), Ameena Y. Majid

Loyola University Chicago Law Journal

No abstract provided.

Apuntes Sobre El Régimen Legal De La Factura De Crédito (Ley 24.760), Martin Paolantonio, Salvador Bergel

Martin Paolantonio

Análisis inicial del régimen de la ley 24.760 y la instauración de la factura de crédito como reemplazo de la factura conformada

Cuestiones Probatorias En Derecho Cambiario, Martin Paolantonio, Salvador Bergel

Martin Paolantonio

Enfocado desde la perspectiva de reglas sustanciales en materia probatoria, un análisis de las disposiciones pertinentes de la legislación sobre letras de cambio, pagarés y cheques

Inexistencia De La Cuenta Corriente Bancaria Y Su Alegación En El Juicio Ejecutivo, Martin Paolantonio

Martin Paolantonio

Análisis breve de una sentencia que autorizó la alegación de la inexistencia del contrato en un proceso de ejecución

Facultades Del Fiduciario En El Fideicomiso De Garantía, Martin Paolantonio

Martin Paolantonio

Análisis de las facultades para realizar la garantía por el fiduciario en el fideicomiso de garantía, posibilidad y límites de la aplicación analógica de disposiciones sobre derechos reales

La Inversión En Activos Extranjeros De Los Fondos Comunes De Inversión Y Una Limitación Que Debe Replantearse, Martin Paolantonio

Martin Paolantonio

Crítica de la solución normativa que restringe la inversión en activos extranjeros por parte de fondos comunes de inversión

La Oferta Pública En La Argentina De Participaciones De Fondos De Inversión Constituidos En El Extranjero (Resolución General 286 De La Cnv), Martin Paolantonio

Martin Paolantonio

Análisis de la primera reglamentación en la Argentina para la oferta pública de fondos de inversión extranjeros

Notas Sobre El Régimen De Las Alteraciones En El Derecho Cambiario Argentino, Martin Paolantonio, Diego Serebrinsky

Martin Paolantonio

Nota a fallo vinculado con la existencia de testaduras no salvadas en el documento cambiario y su consideración como alteraciones irrelevantes

The Civil Opinions Of Judge Phyllis A. Kravitch: A Tribute, Stephen Wermiel

Articles in Law Reviews & Other Academic Journals

No abstract provided.

Unregulated Investment In Certain Death: Sec V. Life Partners, Inc., Michael R. Davis

Villanova Law Review

No abstract provided.

Using State Inspection Statutes For Discovery In Federal Securities Fraud Actions, Randall Thomas, Kenneth J. Martin, Erin O'Connor

Vanderbilt Law School Faculty Publications

We propose that plaintiffs in securities fraud actions should use state inspections statutes to obtain discovery about potential securities fraud cases. First, we argue that the Private Securities Law Reform Act has substantially increased shareholders' difficulty in uncovering securities fraud. Next, we show that shareholders have an alternative method of investigating fraud: state inspections statutes. We then analyze cases filed under the Delaware inspection statute to examine the costs to plaintiffs of pursuing claims under this statute. We find that the statutory inspection process is a largely successful, although expensive and time-consuming, process. Nevertheless, potential plaintiffs could realize substantial benefits …

Investment Advisory Regulatory Muddy Waters: Registration And Control Issues Are Confused With Issues Of Disclosure And Anti-Fraud, Susan Rogers Finneran

Campbell Law Review

No abstract provided.

Securities Market And Securities Regulations In China, Fengxia Dai

LLM Theses and Essays

China is a large developing country with a socialist ideology that is currently undergoing a period of reform and transformation. In December 1990, China opened its first national securities market - the Shanghai Securities Exchange. This was soon followed in November 1991 by the first special shares denominated in foreign currencies and sold only to overseas investors. These important steps in the development of China’s securities industry indicate commitment by Chinese authorities to the two key components of the nation’s economic reform program - economic systemic reform, and opening to the outside world. China’s securities market and securities regulations contain …

More Than Just New Financial Bingo: A Risk-Based Approach To Understanding Derivatives, Kimberly D. Krawiec

Faculty Scholarship

The large losses suffered by investors in financial derivatives during recent years have prompted a wave of litigation, as well as proposals from Congress and regulatory agencies for increased monitoring of derivatives markets. Many, including some members of Congress and even "industry experts," are uneasy with the growing use of derivatives. Yet many market participants and others knowledgeable about this growing industry insist that derivatives serve an important, and perhaps vital, purpose by allowing investors to better manage the financial risks associated with their business transactions.

I define the term derivative and briefly discuss the history, uses and types of …

Fiduciaries, Misappropriators And The Murky Outlines Of The Den Of Thieves: A Conceptual Continuum For Analyzing United States V. O’Hagan,, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Investment Management Arrangements And The Federal Securities Laws, Harvey E. Bines, Steve Thel

Faculty Scholarship

No abstract provided.

The Problem Of Corruption: A Tale Of Two Countries, Kimberly Ann Elliott

Northwestern Journal of International Law & Business

This perspective provides an introduction to the problem of corruption, focusing on two questions: * What causes corruption? * Where is corruption most serious? The perspective concludes with a brief discussion of two countries - Kenya and Uganda - that seem to be going in opposite directions politi- cally and economically, as well as in their attitudes toward corruption.

Defending Sec And Doj Fcpa Investigations And Conducting Related Corporate Internal Investigations: The Triton Energy/Indonesia Sec Consent Decree Settlements, Arthur F. Mathews

Northwestern Journal of International Law & Business

This article will summarize the foreign bribery/corrupt foreign pay- ments provisions of the FCPA, briefly survey the related books and records and internal accounting controls provisions, analyze available defenses to civil and criminal FCPA charges, and explore sensitive substantive and strategic issues that arise in the defense of SEC and DOJ/grand jury investi- gations and in the conduct of related corporate internal investigations. This article will also analyze the recent SEC consent decree settlements in the Triton Energy/Indonesia case, and explore the types of defenses that might be pursued if an FCPA foreign payments case like Triton were litigated rather …

The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon

Faculty Scholarship

My topic for this Allen Chair lecture is the shaping force of corporate governance in the new economic order. It is easy to think of corporate law as an arcane field with mysterious terms and peculiar rules, ultimately of interest only to those who are prepared to bill at least 2000 hours a year to unravel its complexities. This is the view that there is a pointless mystery about shareholders, directors, common stocks, debentures, and the bizarre creature my class encountered recently, a convertible exchangeable cumulative preferred stock; and that ultimately corporate law and practice consists of the expert manipulation …

Stockholders, Stakeholders, And Bagholders (Or How Investor Diversification Affects Fiduciary Duty), Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

The traditional wisdom is that management should serve the interests of the corporation and the stockholders who own it by maximizing stockholder wealth. But a significant number of legal scholars argue that management duty should be more broadly construed to include other constituencies ("stakeholders"), such as employees, creditors, customers, suppliers, and the community at large. The broader view of management duty means that management has more discretion and that stockholders will seldom have recourse if management fails to maximize profits. Nevertheless, many states have adopted so-called other constituency statutes permitting management to consider such other interests. The difference between the …

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

All Faculty Scholarship

No abstract provided.