Law Commons^™

Carpenter V. United States, Lewis F. Powell, Jr.

Supreme Court Case Files

No abstract provided.

Basic, Inc. V. Levinson, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

The Market For Markets: Development Of International Securities And Commodities Trading, Charles C. Cox, Douglas C. Michael

Law Faculty Scholarly Articles

International Linkage of securities exchanges is an idea unheard of not long ago, but whose time has come quickly. Since 1984, five different links have been created between United States securities or commodities exchanges and counterparts abroad. Three other links have been proposed, and several more are being informally discussed. At the same time, financial firms are investing in in-house international trading technology. The exchanges are battling the development of these in-house trading links for the expanding business in international securities and commodities trading, attempting to persuade traders to use linked markets rather than their own internal connections. “Each exchange …

Qualitative Standards For 'Qualified Securities': Sec Regulation Of Voting Rights, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Qualitative Standards For Qualified Securities: Sec Regulation Of Voting Rights, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Independent Corporate Board: A Means To What End?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Transfer -On-Death Securities Registration: A New Title Form, Richard V. Wellman

Scholarly Works

This article is inspired by a new form for registering corporate shares that is now available to certain stockholders of Southwestern Bell Corporation (SBC). Designed to replace stock registrations that make two or more persons appear to be co-owners, the new form, referred to herein as a transfer-on-death (TOD) registration, enables a sole owner to register a designation of a death beneficiary in whose favor a transfer on death of the registered shares may occur outside the probate process. The new registration form extends a key provision of the Uniform Probate Code (U.P.C.) that was designed to encourage development of …

Blue-Sky Merit Regulation: Benefit To Investors Or Burden On Commerce?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Second Circuit's Approach To The "In Connection With" Requirement Of Rule 10b-5, Barbara Black

Faculty Articles and Other Publications

This Commentary examines the evolution of the "in connection with" requirement within the Second Circuit, focusing on cases decided in the 1985-86 term. It attempts to illustrate the direction the Circuit has taken in dealing with complex issues of securities fraud.

Legal Factors In The Acquisition Of A United State Corporation: Litigation By Hostile Targets, Johan E. Droogmans

LLM Theses and Essays

Acquisitions of United States corporations have become increasingly complex takeover contests, where bidders and target corporations are forced into offensive and defensive litigation strategies to protect their respective interests. Targets often assert that the bidders have violated federal or state securities laws, federal antitrust laws, federal margin regulations, federal and state regulatory systems, and federal anti-racketeering laws. These lawsuits are primarily based on the principal federal regulation of takeovers in section 14(a) of the Securities and Exchange Act of 1934 and the Williams Act. Target litigation is customary, but entails certain disadvantages; a lawsuit rarely stops an offer, is expensive, …

Lewis V. Mcadam: A Narrow Interpretation Of Standing Fulfills The Purpose Of Section 16(B) Of The Securities Exchange Act Of 1934, Deborah M. Mostaghel

Publications

Section 16(b) of the Securities Exchange Act of 1934 ("Section 16(b)") was designed to curb insider trading leading to "sure thing" profits at the expense of individual stockholders and "to protect the securities markets from untoward influences." A series of cases over the years has explored various aspects of Section 16(b) such as: what is a purchase and sale; who is an issuer; who are beneficial owners; and limits of the statute's purposes. However, one aspect of Section16(b) not fully elucidated by case law is the question of standing. In deciding who has standing when an issuer corporation is extinguished …

The "Contemporaneous" Traders Who Can Sue An Inside Trader, William K.S. Wang

Faculty Scholarship

No abstract provided.

Significant 1986 Regulatory And Legislative Developments, David A. Lipton

Scholarly Articles

No abstract provided.

A Primer On Broker-Dealer Registration, David A. Lipton

Scholarly Articles

No abstract provided.

Mandatory Disclosure For Municipal Securities: Issues In Implementation, Ann Judith Gellis

Articles by Maurer Faculty

No abstract provided.

Manipulation Of Futures Markets: Redefining The Offense, Wendy Collins Perdue

Law Faculty Publications

Historically, one of the most common charges raised against the futures market has been that of market manipulation. It would seem that whenever the public perceives prices as being too high or too low, someone will allege that the price is the result of manipulation. Despite the ease and frequency with which critics have leveled such charges and the fact that federal law has prohibited "manipulation" for over 65 years, a satisfactory definition of manipulation has yet to emerge.

This Article offers a fresh approach to defining manipulation. Rather than asking a court to determine whether a price is "artificial" …

Mandatory Disclosure For Municipal Securities: A Reevaluation, Ann Judith Gellis

Articles by Maurer Faculty

No abstract provided.

The Scope Of Liability Under Section 12 Of The Federal Securities Act Of 1933: 'Participation' And The Pertinent Legislative Materials, Douglas E. Abrams

Faculty Publications

Section 12 of the Securities Act of 1933 creates two private rights of action, each providing in relevant part that ‘ a ny person who offers or sells a security . . . shall be liable to the person purchasing such security from him . . ..’ Because suit may be maintained only by the person who purchases the security from defendant, an offeror may incur section 12 liability only if the offeror also ‘sells' the security to the plaintiff. Section 12(1) imposes liability on any seller whose offer or sale violates the Act's registration or prospectus requirements found in …

Evaluating Dual Class Common Stock: The Relevance Of Substitutes, Ronald J. Gilson

Faculty Scholarship

The proposal of the New York Stock Exchange to end its prohibition on listing the securities of companies with dual classes of common stock has focused public policy debate over this evolution in capital structure both too broadly and too narrowly.

The debate has been too broad because it has encompassed one situation – an initial public offering by a company with a capital structure containing dual class common stock – that should not be controversial at all. Whatever may have originally prompted the New York Stock Exchange's longstanding prohibition against listing non-voting common stock or common stock with voting …

Blue-Sky Merit Regulation: Benefit To Investors Or Burden On Commerce, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Elusive Concept Of Control In Churning Claims Under Federal Securities And Commodities Law, Patricia A. O'Hara

Journal Articles

Account executives—when serving as either a broker or a dealer—stand in a conflict of interest position with their customers. The brokerage house profits through commissions from the execution of the transaction regardless of whether the customer profits on the investment. Account executives who do so, violate the fiduciary duties he owes to a customer in favor of his own self-interest. The customer can bring an action for churning under federal securities and commodities laws if he or she can demonstrate that the broker excessively traded an account over which the broker exercised control in order to generate commissions for himself …