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2000

Securities Law

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Full-Text Articles in Law

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr. Jul 2000

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

As we move into the Twenty-First Century, state blue sky laws and regulations continue to govern a significant portion of the capital formation activities of our domestic businesses. As a result, state administrators, influenced by their historically informed preferences and local traditions, continue to play important roles when businesses attempt to access external capital sources.

Today, however, the effects of state blue sky laws, regulations, and administrators on capital formation are felt almost exclusively by small businesses. The capital formation activities of larger businesses generally have been freed from state control, most recently by the preemption contained in the National …


Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai Feb 2000

Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai

Faculty Articles and Other Publications

Lynn Bai of the Hong Kong Securities and Futures Commission outlines the new risk-based calculation method for brokers' contributions to the stock clearing fund.


10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law Feb 2000

10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the UK/CLE 10th Biennial Midwest/Midsouth Securities Law Conference held in February 2000.


Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers, Roberta S. Karmel Jan 2000

Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black Jan 2000

Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black

Faculty Articles and Other Publications

In the fall of1997 Pace University School of Law established one of the first law school clinics to provide student assistance to small investors who have disputes with their broker-dealers. What follows is a brief account of the clinic's educational objectives, an analysis of the initial organizational issues, and a report on the clinic's operation during its first two years. I am writing this in the hope that it will provide guidance and assistance to other law schools that contemplate establishing a securities arbitration clinic.

This is a nuts-and-bolts article written from the perspective of an experienced law professor who …


Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel Jan 2000

Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers?, Roberta S. Karmel Jan 2000

Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park Jan 2000

The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park

LLM Theses and Essays

Mutual funds and hedge funds are popular forms of investment in the United States and throughout the world. Mutual funds are regulated by securities' regulators in the United States. Hedge funds, however, are not regulated because of their operational flexibility in investment. U.S. regulators are concerned that if they regulate hedge funds, hedge funds will, along with their economic benefits, emigrate to offshore havens. However, if we consider the importance of the American financial markets in the world, this idea can be dismissed. Due to globalization in the capital markets, small events in the United States can have large effects …


The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar Jan 2000

The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar

LLM Theses and Essays

The purpose of the present thesis is to let French lawyers know which step they need to take in order to best assist their client in securing a more solid investment. Lenders want to be protected. Lenders want to be sure that they can use the intellectual property rights in a commercial environment free from superior claims by third parties. In other words, a lender who provides a large loan to a borrower wants to know how and where its security interest will be perfected and what is the best way for him to have priority over other claims. This …


Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil Jan 2000

Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil

LLM Theses and Essays

This thesis is an effort to evaluate the structural changes that have taken place in the securities market of the United States and its impact on securities disclosure regime mandated by the Federal Securities Act. Part 2 of the thesis discusses the securities disclosure regime and its underlying economic theories. This part also traces the challenges posed by technology and takes a quick look at the argument that the traditional norms are incompatible in dealing with those challenges. Part 3 deals primarily with structural developments in the securities market over the past five years by examining some of the innovative …


Laws Governing Bank Securities Activities In The United States, Hanning Zhang Jan 2000

Laws Governing Bank Securities Activities In The United States, Hanning Zhang

LLM Theses and Essays

This thesis analyzes the previous regulatory approach to bank investment activities in the United States and its effects on the banking industry, discusses regulatory changes that expanded banking powers, reviews the new legislation and potential problems in the current movement of financial reform, and suggests some solutions. Chapter II reviews previous statutory regimes on bank securities activities, including those separating traditional and investment banking under the Glass-Steagall Act and Bank Holding Company Act. The regulatory regime under the E.U. banking system is addressed to give an example of successful deregulation, by which universal banks may fully enjoy the rapid changing …


Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes Jan 2000

Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes

Faculty Publications

This Article examines the implications of this practice under the disclosure obligations imposed by federal securities laws and concludes that the current disclosure is materially misleading, particularly in light of the failure to disclose the selective application of the penalties. Moreover, the selective application of the penalties casts significant doubt on whether these offerings can be considered “fixed price” offerings, which would mean that cursory disclosure of the practice would not suffice.


Depoliticizing Financial Regulation, Steven A. Ramirez Jan 2000

Depoliticizing Financial Regulation, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas Jan 2000

Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas

Articles & Chapters

No abstract provided.


Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent Jan 2000

Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent

Faculty Scholarship

No abstract provided.


Stock Market Insider Trading: Victims, Violators And Remedies–Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect, William K.S. Wang Jan 2000

Stock Market Insider Trading: Victims, Violators And Remedies–Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect, William K.S. Wang

Faculty Scholarship

No abstract provided.


In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard, Marilyn F. Johnson, Karen K. Nelson, Adam C. Pritchard Jan 2000

In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard, Marilyn F. Johnson, Karen K. Nelson, Adam C. Pritchard

Articles

This Article presents an empirical study of changes in shareholder wealth resulting from the Ninth Circuit Court of Appeals decision in In re Silicon Graphics Inc. Securities Litigation, which interpreted the pleading provision established in the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Congress passed the Reform Act as part of an ongoing effort to protect corporations from abusive suits alleging "fraud by hindsight." In such suits, plaintiffs claimed that a sudden drop in a company's stock price was evidence that the issuer and its management covered up the bad news that led to the price drop. …


The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin Jan 2000

The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans …


Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley Jan 2000

Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley

Scholarly Works

The decade of the 1990s produced a series of actions by the United States Supreme Court and by Congress that, collectively, reduced the number of avenues by which plaintiffs relying on federal law may pursue alleged wrongdoers for securities fraud; imposed significant additional requirements on plaintiffs suing under federal securities law; preempted state registration requirements for several classes of securities; and curbed the availability of state courts as an alternative forum in which plaintiffs may pursue securities fraud claims. And yet, in spite of these changes, “Congress, the courts, and the SEC have made explicit that federal regulation was not …


Remarks, Golden Pen Award, Mary Beth Beazley Jan 2000

Remarks, Golden Pen Award, Mary Beth Beazley

Scholarly Works

Professor Beazley, then President of the Legal Writing Institute, joins her colleagues in presenting the inaugural Golden Pen Award to Arthur Levitt, Chairman of the United States Securities Exchange Commission, for his leadership in requiring plain language in financial disclosure documents, in this transcript of the presentation of the award at the National Press Club, Washington, D.C.


Measuring Securities Market Efficiency In The Regulatory Setting, Randall Thomas, James F. Cotter Jan 2000

Measuring Securities Market Efficiency In The Regulatory Setting, Randall Thomas, James F. Cotter

Vanderbilt Law School Faculty Publications

In the "Aircraft Carrier," the Securities and Exchange Commission (SEC) proposed changes in federal securities disclosure requirements in an attempt to enhance and facilitate the process of issuing new securities. Under the proposed regulatory regime, the registration process would be simplified so that many larger, more experienced issuers would be able to use a new, shorter registration statement called Form B (as opposed to the more extensive Form A) whenever they sell securities to the public. To qualify to use Form B, a company with at least twelve months reporting history under the Exchange Act must either have a public …


Disorderly Conduct: Day Traders And The Ideology Of "Fair And Orderly Markets", Caroline Bradley Jan 2000

Disorderly Conduct: Day Traders And The Ideology Of "Fair And Orderly Markets", Caroline Bradley

Articles

No abstract provided.


A Normative Analysis Of New Financially Engineered Derivatives, Peter H. Huang Jan 2000

A Normative Analysis Of New Financially Engineered Derivatives, Peter H. Huang

Publications

This Article analyzes whether the introduction of new derivative assets makes a society better or worse off. Because trading such non-redundant derivatives produces new distributions of income across time and over possible future contingencies, individuals can utilize such financial instruments to hedge risks not possible before the introduction of these assets. Thus, it may seem that new derivatives unambiguously benefit society. In fact, introducing sufficiently many new derivatives completes asset markets. Asset markets are complete if trading on them can attain every possible payoff pattern of wealth across time and over possible future contingencies. The first fundamental theorem of welfare …


Book Review, Mark J. Loewenstein Jan 2000

Book Review, Mark J. Loewenstein

Publications

No abstract provided.


Teaching Corporate Law From An Option Perspective, Peter H. Huang Jan 2000

Teaching Corporate Law From An Option Perspective, Peter H. Huang

Publications

No abstract provided.


Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, Adam C. Pritchard Jan 2000

Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, Adam C. Pritchard

Articles

This Article proceeds in four parts. Part I provides background on the historical development of constitutional federalism, the Supreme Court's decisions in this area, and the apparent demise of constitutional limits on federal power. Part II then reviews the Court's revival of constitutional federalism over the last decade. Based on this review, I argue that the Supreme Court's current federalism doctrine can be understood as a "constrained libertarianism" that attempts to use constitutional structure as a check on government interference with individual liberty. In this model, states are respected in our constitutional system because of the counterbalance that they provide …


Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort Jan 2000

Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

This article is an effort to rethink civil liability in capital-raising transactions by large capitalization issuers. After a brief digression about who should set liability standards, the article then addresses two related questions. The first deals with a natural question: Should not the primary regulatory effort for large issuers be to assure continuous disclosure in the secondary marketplace, given the far larger volume of such trading in that market compared to that in primary transactions? Second, if we have developed a satisfactory regime of disclosure responsibilities for this setting, what more, if anything, in terms of liability protection, is needed …


Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec Jan 2000

Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec

Faculty Scholarship

In this article, I analyze the motivations underlying the actions of "rogue traders" - market professionals who engage in unauthorized purchases or sales of securities, commodities or derivatives, often for a financial institution's proprietary trading account - and the motivations of the managers or supervisors who are assigned to oversee such traders. After beginning with the observation that rogue trading incidents are neither new nor isolated events, I argue that the continued existence of pervasive rogue trading has remained a mystery for industry observers, particularly given both the extensive legal regime and formal institutional policies apparently designed to curb such …


Cross-Border Insider Trading, Donald C. Langevoort Jan 2000

Cross-Border Insider Trading, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

Currently, there is no formal SEC policy on when U.S. insider trading rules (or indeed Rule l0b-5 generally) will be applied extraterritorially. If one can glean anything from SEC action during the last twenty years, it is that the trading site - the use of U.S. market mechanisms - that counts most. Certainly, neither the trader nor the issuer need be U.S.-based. What I wish to do in this paper is articulate what I think is sensible enforcement policy for a nation - whether the U.S. or any other - to adopt. By this, I do not want to focus …


The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch Jan 2000

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

Transcript of a panel on a scholar's approach to corporation law.