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Full-Text Articles in Law
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Michigan Law Review
Plaintiff alleged that he had been defrauded in a sale of securities to the defendant. Plaintiff attempted to invoke section 10(b) of the Securities Exchange Act of 1984, which prohibits various fraudulent practices in securities trading. In order to state a cause of action under 10(b), it was necessary for plaintiff to allege that a means or instrumentality of interstate commerce had been used directly or indirectly in connection with the sale. The sale in this case had been effected through telephone conversations over wires located within the city of Philadelphia. However, the wires carrying the calls could be used …
Rule 10b-6: The Special Study's Rediscovered Rule, Jack M. Whitney Ii
Rule 10b-6: The Special Study's Rediscovered Rule, Jack M. Whitney Ii
Michigan Law Review
An attempt either to assign responsibility for the breakdown in communication or to secure a quantitative measure of the consequences of that breakdown would be bootless. I attempt here only to pinpoint some of the areas of seeming ambiguity within the rule, and to consider them in light of a variety of situations wherein, it is hoped, the problems will become clearer and more precise, thus facilitating the consideration of whether solutions are needed and what form they should take.
Current Problems In Securities Regulation, Robert N. Dorosin, Ira J. Jaffe, Rolfe A. Worden, James C. Lockwood, Willoughby C. Johnson
Current Problems In Securities Regulation, Robert N. Dorosin, Ira J. Jaffe, Rolfe A. Worden, James C. Lockwood, Willoughby C. Johnson
Michigan Law Review
This comment analyzes four areas of central significance to adequate protection for the investor: (1) qualifications of those in the securities industry who deal with the public; (2) dissemination of corporate publicity; (3) dissemination of investment advice; and (4) selling practices in the securities industry. The findings and recommendations of the Special Study are given special attention insofar as they bear upon the problems covered. In certain areas, however, recent developments in court and Commission decisions have brought about changes equally as significant as the findings and recommendations of the Special Study. Thus each section covers the background and recent …
The Evolving Role Of Section 16(B), William H. Painter
The Evolving Role Of Section 16(B), William H. Painter
Michigan Law Review
The evils which section 16(b) of the Securities Exchange Act of 1934 was enacted to prevent are well known. As expressed in one of the committee reports, this so-called "shortswing trading" provision was intended "to protect the interests of the public against the predatory operations of directors, officers, and principal stockholders of corporations by preventing them from speculating in the stock of the corporations to which they owe a fiduciary duty." To curb such speculation, section 16(b) provides for recovery by the corporation, or by one or more stockholders acting in its behalf, of any "profit realized" from purchases and …
The Special Study Of Securities Markets Of The Securities And Exchange Commission, William L. Cary
The Special Study Of Securities Markets Of The Securities And Exchange Commission, William L. Cary
Michigan Law Review
Moved perhaps by a certain institutional egoism, the Securities and Exchange Commission welcomes this thorough symposium upon the Report of Special Study of Securities Markets. Although the product of a separate study group, this report has nevertheless been the focal point of debate throughout the Commission during the past eighteen months. Representing both an intensive and extensive inquiry into the securities markets, it is unquestionably the most ambitious and comprehensive study since the passage of the securities acts thirty years ago. It is not a sensational document-quite consciously. In our opinion, raising standards in the securities industry could best …
A Reappraisal Of The Role Of Disclosure, Robert L. Knauss
A Reappraisal Of The Role Of Disclosure, Robert L. Knauss
Michigan Law Review
The objective of this paper is to assess the current role of disclosure in its various aspects in security regulation. Following a brief description of the current uses of disclosure in securities regulation, there are separate sections describing and evaluating (1) the obligation of disclosure imposed on issuers at the initial sale of securities, (2) the obligation of disclosure resting on issuers if they have securities which are traded, and (3) obligations of disclosure imposed on parties in the securities business other than issuers. This last section includes obligations of insiders, broker-dealers, and investment advisers, as well as duties of …