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Full-Text Articles in Law
When Congress Acts: Judicial Procedural Innovation And The Pslra, Briana L. Rosenbaum
When Congress Acts: Judicial Procedural Innovation And The Pslra, Briana L. Rosenbaum
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No abstract provided.
Unintended Consequences: The Link Between Judge Friendly's Texas Gulf Sulphur Concurrence And Recent Supreme Court Decisions Misconstruing Rule 10b-5, Margaret V. Sachs
Unintended Consequences: The Link Between Judge Friendly's Texas Gulf Sulphur Concurrence And Recent Supreme Court Decisions Misconstruing Rule 10b-5, Margaret V. Sachs
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In his Texas Gulf Sulphur concurrence, Judge Henry J. Friendly coun- seled the federal district courts concerning the numerous pending satellite class actions that had been filed under Section 10(b) of the Securities Ex- change Act and Rule 10b-5. In the course of so doing, he argued forcefully that private Rule 10b-5 litigation should be curtailed. Finding his argument convincing, the Supreme Court issued four major decisions restricting the Rule between 1975 and 1994, while nonetheless expanding it in Basic Inc. v. Levinson. Congress responded by blessing both aspects of the Court’s jurisprudence – imposing its own set of …
Dictation And Delegation In Securities Regulation, Usha Rodrigues
Dictation And Delegation In Securities Regulation, Usha Rodrigues
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When Congress undertakes major financial reform, either it dictates the precise contours of the law itself or it delegates the bulk of the rulemaking to an administrative agency. This choice has critical consequences. Making the law self-executing in federal legislation is swift, not subject to administrative tinkering, and less vulnerable than rulemaking to judicial second-guessing. Agency action is, in contrast, deliberate, subject to ongoing bureaucratic fiddling and more vulnerable than statutes to judicial challenge.
This Article offers the first empirical analysis of the extent of congressional delegation in securities law from 1970 to the present day, examining nine pieces of …
Brief Of Professors At Law And Business Schools As Amici Curiae In Support Of Respondents, Omnicare, Inc., Et Al., Petitioners, V. Laborers District Council Construction Industry Pension Fund, Et Al., Respondents, No. 13-435 (S. Ct. Sept. 2, 2014), Joan Macleod Heminway, J. Robert Brown, Celia Taylor, Lyman P.Q. Johnson
Brief Of Professors At Law And Business Schools As Amici Curiae In Support Of Respondents, Omnicare, Inc., Et Al., Petitioners, V. Laborers District Council Construction Industry Pension Fund, Et Al., Respondents, No. 13-435 (S. Ct. Sept. 2, 2014), Joan Macleod Heminway, J. Robert Brown, Celia Taylor, Lyman P.Q. Johnson
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This Amicus Brief was filed on behalf of more than 20 law and business faculty in a case arising under Section 11 of the Securities Act of 1933. The issue framed by the parties sought to define the test for establishing the falsity of an opinion that was not subjectively believed. The statement at issue involved representations that contracts were legally valid. The Brief took the position that the statement was not an opinion. A representation about the legal validity of contracts, like other matters of present fact, can be false on the date made. Nonetheless, a speaker may express …
Securities Law's Dirty Little Secret, Usha Rodrigues
Securities Law's Dirty Little Secret, Usha Rodrigues
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Securities law’s dirty little secret is that rich investors have access to special kinds of investments—hedge funds, private equity, private companies—that everyone else does not. This disparity stems from the fact that, from its inception, federal securities law has jealously guarded the manner in which firms can sell shares to the general public. Perhaps paternalistically, the law assumes that the average investor needs the protection of the full panoply of securities regulation and thus should be limited to buying public securities. In contrast, accredited—i.e., wealthy— investors, who it is presumed can fend for themselves, have the luxury of choosing between …
In Search Of Safe Harbor: Suggestions For The New Rule 506(C), Usha Rodrigues
In Search Of Safe Harbor: Suggestions For The New Rule 506(C), Usha Rodrigues
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I devote most of this essay to exploring how, exactly, the Securities and Exchange Commission (“SEC”) should go about providing guidelines to implement the statutory requirement that issuers have a reasonable belief that a purchaser is accredited. The SEC has proposed rules, but these rules merely restate what Congress has already required, thus sidestepping Congress’s direction that the agency itself articulate some verification methods. Taking the SEC’s decidedly amorphous proposal to task, I recommend that the SEC offer two nonexclusive safe harbors for issuers to guide them in determining whether a natural person is an accredited investor. The paragraphs below …
They Toil Not, Neither Do They Spin: Civil Liability Under The Oregon Securities Law, Keith A. Rowley
They Toil Not, Neither Do They Spin: Civil Liability Under The Oregon Securities Law, Keith A. Rowley
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Under Oregon law, persons who sell securities in violation of statutory registration requirements, or by means of some misrepresentation or omission of material fact, may be liable to any person or entity who buys securities from or through them. Likewise, persons who buy securities by means of some misrepresentation or omission of material fact may be liable to any person or entity who sells securities to or through them. In addition to, or in lieu of, suing the person who committed the material misrepresentation or omission, a plaintiff may sue one or more persons or entities who might be vicariously …