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Rule 145: Mergers, Acquisitions And Recapitalizations Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The most significant occurrence surrounding the adoption of Rule 145 was the repeal by the Securities and Exchange Commission of Rule 133, the conceptually deficient “no sale” rule that had perplexed commentators for years. In Rule 133, the Commission took the position that no offer or sale of a security was involved when, for example, a shareholder of a company to be acquired in a merger (an “acquired company”) voted whether to authorize the merger of the acquired company into an acquiring company (an “acquiring company”) in exchange for stock in the acquiring company. The purpose of this Article is …

Clear Title For Farm Products: Congress And The Arkansas Legislature Attempt To Solve A Troublesome Problem, D. Fenton Adams

University of Arkansas at Little Rock Law Review

No abstract provided.

Article Two Warranties In Commercial Transactions: An Update, Kathryn L. Moore, Debra L. Goetz, Douglas E. Perry, David S. Rabb

Law Faculty Scholarly Articles

In 1978 the Cornell Law Review published a Special Project devoted to Article Two commercial warranties. Nine years have since elapsed, and we have decided to update and reassess this important area of the law. We have discovered that although judicial treatment of many aspects of Article Two warranty law has remained stable, in some instances the courts' treatment has progressed and in other instances it has become unclear. This Special Project is our attempt to assemble these changes, interpret the progress, and suggest new lines of analysis to clarify areas of conflict.

Securities—Arbitration—Agreements To Arbitrate Are Valid, John P. Neihouse

University of Arkansas at Little Rock Law Review

No abstract provided.

Preserving Purchase Money Security Interests And Allocating Payments, Lynda Kay Chandler

University of Michigan Journal of Law Reform

This Note explores the rationale underlying the courts' conflicting decisions in light of the purposes of the UCC. It concludes that the language of the UCC and its goals of uniformity and simplification require that a PMSI should not be entirely destroyed because a creditor also has a security interest in items the debtor acquired after the purchase money transaction or because a creditor extends additional credit. The best solution is to permit the creditor to retain a PMSI, to the extent of the purchase money loan, in those goods that the creditor's loan helped to purchase.

Part I is …

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 …

Entrustment Under U.C.C. Section 2-403 And Its Implications For Article 9, John E. Cargill

Campbell Law Review

This Comment surveys the different theories used by courts to interpret the U.C.C. in settling disputes between Article 9 and section 2-403(2). It also looks at the strengths and weaknesses of the theories proposed and suggests a solution.

A New Proposal: Buyer Notification Under U.C.C. Section 9-307(1) Based On The Food Security Act Of 1985, Thomas Stilp

Loyola University Chicago Law Journal

No abstract provided.

Strict Liability For Chattel Leasing, Richard C. Ausness

Law Faculty Scholarly Articles

Leasing has become an increasingly popular substitute for outright purchases as a means of acquiring products for use. Few courts and commentators, however, have addressed the question of whether the principles of strict products liability which apply to sellers also apply to lessors. In this Article, Professor Ausness reviews the historical basis for imposing strict liability in tort on sellers and applies these rationales to five basic kinds of lease transactions. He concludes that strict liability should not apply when a product defect arises after the leased product is placed in the hands of the lessee (as contrasted with the …

A Critical Look At Secured Transactions Under Revised Ucc Article 8, Paul B. Rasor

Florida State University Law Review

No abstract provided.

Consulting Editor: Selected Law Cases, 1784-1800, Ingrid Hillinger

Ingrid Michelsen Hillinger

No abstract provided.

The Article 9 Filing Rules: Certainty, By No Means, A 'Sure Thing', Ingrid Hillinger

Ingrid Michelsen Hillinger

No abstract provided.