Law Commons^™

Fiduciaries And Fairness Under Rule 10b-5, Thomas J. Sherrard

Vanderbilt Law Review

In Marshel v. AFW Fabric Corp., decided on February 13,1976, the court unanimously sustained a challenge to long-form merger under New York law for the sole purpose of "going private,"concluding that despite full disclosure, the merger itself constituted a fraudulent scheme because it represented an attempt by the majority stockholders, in violation of their fiduciary obligations, to utilize corporate funds strictly for personal benefit and for no legitimate corporate purpose...

It is the purpose of this article to analyze the Green and Marshel decisions against the backdrop of previous cases in the area of fraudulent mismanagement, to gauge their impact …

The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.

Vanderbilt Law Review

This Note will examine the origins of the aiding and abetting cause of action and the development of a theory of liability based solely upon passive conduct. After an examination of the elements of the cause of action and defenses, a proposed definition of "aiding and abetting" will be offered. The effect of the recent Supreme Court decision Ernst & Ernst v. Hochfelder upon aiding and abetting liability, the scienter requirement, and the duties owed by potential aiders and abettors will be discussed. Treatment of aiding and abetting by the Federal Securities Code 19 also is mentioned.

Municipal Securities Rulemaking Board: A New Concept Of Self-Regulation, Roswell C. Dikeman

Vanderbilt Law Review

The municipal securities industry, an important segment of the national capital markets, directly affects both the quality of life and the pace of community development throughout the nation. Municipal securities, broadly defined to include all debt securities issued or guaranteed by the states and their political subdivisions,' are the vehicle by which states, their agencies, and local governments finance both long- and short-term debt requirements. In calendar 1975, for example, the municipal securities industry raised approximately 29.2 billion dollars in long-term issues. In 1973, 8,147 long- and short-term issues raised almost 48 billion dollars, or approximately one-quarter of all direct …

Disclosure By Issuers Of Municipal Securities: An Analysis Of Recent Proposals And A Suggested Approach, Robert D. Tuke

Vanderbilt Law Review

The following considerations impacting on the disclosure issue have been developed in this Note: the uniqueness of the municipal securities industry, owing to the diverse natures of the securities, the wide variety of issuers, and the particular means of marketing the securities; the special circumstances created for underwriters by the competitive bidding process; the varied roles of other participants in the distribution process--fiscal agents, bond counsel, governmental accountants; the existing state machinery for regulation and control; the practical limitations on the SEC--both in staff capacity and expertise; the need for uniformity in disclosure to prevent weakened marketability of municipal securities …

Recent Cases, Richard T. Hurt, Jay D. Christiansen, William J. Rees, William D. Gutermuth

Vanderbilt Law Review

Constitutional Law--Action Under Color of State Law--Legislative Authorization of Private Action Resembling Public Function Constitutes Action Under Color of State Law

The instant case creates a two to two split in the circuits on the question whether the seizure of a tenant's possessions under a land-lord lien statute is action under color of state law. The decisions in Davis and Anastasia provide the potential for abuse that Fuentes was designed to prevent-the indiscriminate entry into the debtor's home and seizure of his belongings without prior notice and hearing.Hall and the instant opinion, however, provide a more equitable result. While the …

The Commodity Futures Trading Commission Act: Preemption As Public Policy, Philip F. Johnson

Vanderbilt Law Review

On October 23, 1974, President Ford signed into law P.L. 93-463, bearing the breathless title "Commodity Futures Trading Com-mission Act of 1974"' [hereinafter the CFTC Act]. The CFTC Act followed a series of hearings, beginning in the summer of 1973, held first by a subcommittee of the House Committee on Small Business and followed rapidly by the more traditional oversight committees of the Congress-the House Agriculture Committee and the Senate Agriculture and Forestry Committee.' The result was a major over-haul of the Commodity Exchange Act, which had governed the commodity futures markets since 1922. More significantly, however,the Act has become …

Special Project, Kenneth Harmon, Barbara Moss, W. Patrick Mulloy, Ii, Robert H. Brownlee, Walter T. Eccard, Michael D. Kelly, Timothy C. Maguire, Richard M. Pitt, Stephen K. Rush, Robert D. Tuke, Richard C. Stark Special Project Editor

Vanderbilt Law Review

The One Hundred and First Justice: An Analysis of the Opinions of Justice John Paul Stevens, Sitting as Judge on the Seventh Circuit Court of Appeals

This article will examine the opinions written by Mr. Justice Stevens while he served on the Court of Appeals for the Seventh Circuit. The areas examined are constitutional, antitrust, labor, securities, federal tax, administrative, and federal jurisdictional law. This article also will seek to reach some conclusions on Stevens' position in the several areas while he served on the Seventh Circuit and to suggest the factors he may consider important in deciding cases in …

Recent Cases, Susan E. Dominick, Robert D. Butters, Walter T. Eccard

Vanderbilt Law Review

The first amendment guarantee of free exercise of religion, although couched in absolute terms, has never been considered an absolute right. The first significant free exercise case, Reynolds v.United States,' upheld the conviction of a Mormon polygamist who claimed a religious exemption from the bigamy laws on the basis of the first amendment. The Court held that while Congress was left powerless to legislate in matters of mere opinion, it was nonetheless" left free to reach actions which were in violation of social duties or subversive of good order."'

Susan E. Dominick

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The instant decision appears to be the …