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2000

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Full-Text Articles in Law

The Anticompetitive Effect Of Passive Investment, David Gilo Oct 2000

The Anticompetitive Effect Of Passive Investment, David Gilo

Michigan Law Review

There are many cases in which a firm passively invests in its competitor. For example, Microsoft passively invested in $150 million worth of the nonvoting stock of Apple, its historic rival in the operating systems market. Also, in November 1998, Northwest Airlines, the nation's fourth-largest airline, purchased 14% of the common stock of Continental Airlines Inc., the nation's fifth-largest (and fastest growing) airline. Northwest competes with Continental on seven routes, serving 3.6 million passengers per year. In another example, TCI, the nation's largest cable operator, became a passive investor with a 9% stake (which can be increased, under the terms …


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 …


Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz Jun 2000

Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz

Michigan Telecommunications & Technology Law Review

How much should an investor pay for one share of stock in Yahoo? Or a share of stock in America Online? As publicly traded companies, one need only consult the stock charts in any local newspaper to determine the value the market has placed on these shares. Despite what many Internet sector analysts have professed to be astronomically high valuations, these publicly traded companies possess easily verifiable valuations determined by the free market forces that constitute the building blocks of our economy, and safeguarded by the oversight of federal regulators such as the Securities & Exchange Commission ("SEC"). But what …


Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist Jun 2000

Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist

Michigan Law Review

The Securities Act of 1933 ("Securities Act") requires full and fair disclosure of the nature of securities sold in interstate and foreign commerce. Section 11 of the Securities Act prohibits false or misleading registration statements. It also provides buyers a private remedy for false or misleading statements against any signer of the registration statement, any partner or director of the issuer, any professional involved in preparing or certifying the statement, and any underwriter. The rule appears simple: if there is a material misstatement or omission in the registration statement, the buyer may sue the seller. Courts disagree, however, over how …


Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro May 2000

Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro

Brigham Young University Journal of Public Law

No abstract provided.


Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo Apr 2000

Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo

Florida State University Law Review

No abstract provided.


Disappearing Without A Trace: Sections 11 And 12(A)(2) Of The 1933 Securities Act, Hillary A. Sale Apr 2000

Disappearing Without A Trace: Sections 11 And 12(A)(2) Of The 1933 Securities Act, Hillary A. Sale

Washington Law Review

The judicially created tracing requirement thwarts the remedial sections of the 1933 Securities Act (the "Securities Act") by requiring shareholders to prove the impossible—that their securities were actually issued in the questioned offering. Since 1967, courts addressing this issue have, without question, adopted a requirement for section 11 that plaintiff-shareholders trace their shares to the offering. Recently, courts have expanded it to apply to section 12(a)(2) as well. For any but the first purchases of a share of stock, this requirement has always been virtually impossible to meet. Courts have also used the 1995 opinion in Gustafson v. Alloyd Co. …


A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist Mar 2000

A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist

Washington and Lee Law Review

No abstract provided.


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 …


Indirect Causation: A Reminder From The Biblical Goring Ox Rule For Fraud On The Market Securities Litigation, Andrew R. Simmonds Jan 2000

Indirect Causation: A Reminder From The Biblical Goring Ox Rule For Fraud On The Market Securities Litigation, Andrew R. Simmonds

Kentucky Law Journal

No abstract provided.


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.


¿Embargo De Derechos Creditorios Cartulares?, Martin Paolantonio, Armando Ricci Jan 2000

¿Embargo De Derechos Creditorios Cartulares?, Martin Paolantonio, Armando Ricci

Martin Paolantonio

Análisis de una sentencia en la que se trató la posibilidad del embargo de derechos derivados de un título valor cuando éste ha ya circulado


La Buena Fe En La Adquisición De Títulos Valores Al Portador, Martin Paolantonio Jan 2000

La Buena Fe En La Adquisición De Títulos Valores Al Portador, Martin Paolantonio

Martin Paolantonio

A propósito de una sentencia judicial, consideraciones sobre la buena fe y su rol en la disciplina de los títulos valores


Nuevas Y Viejas Reflexiones Acerca De La Ejecución De Títulos Cambiarios Nulos (A Propósito Del Plenario "Canosa"), Martin Paolantonio Jan 2000

Nuevas Y Viejas Reflexiones Acerca De La Ejecución De Títulos Cambiarios Nulos (A Propósito Del Plenario "Canosa"), Martin Paolantonio

Martin Paolantonio

Análisis y reflexiones sobre la función de la formalidad en los títulos valores cambiarios, su interpretación jurisprudencial y doctrinaria


El Derecho De Preferencia En La Sociedad Anónima: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio Jan 2000

El Derecho De Preferencia En La Sociedad Anónima: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio

Martin Paolantonio

Análisis sobre el derecho de suscripción preferente, y la conveniencia de su flexibilización en el ámbito de la oferta pública


Europe And Overseas Commodity Traders V. Banque Paribas London: Zero Steps Forward And Two Steps Back, Paige K. Willison Jan 2000

Europe And Overseas Commodity Traders V. Banque Paribas London: Zero Steps Forward And Two Steps Back, Paige K. Willison

Vanderbilt Journal of Transnational Law

While international securities transactions have become the norm in today's globalized economy, such transactions necessarily implicate the laws of more than one nation, thereby creating both conflict and confusion. Due to the depth and breadth of U.S. securities laws, plaintiffs often prefer to sue in the United States under U.S. law. Yet inappropriately applying U.S. law to transnational transactions may offend notions of comity. This Note discusses the different tools used to decide the following jurisdictional issues. First, under what circumstances do U.S. anti-fraud rules apply to securities transactions? Second, under what circumstances do U.S. registration laws apply? Over the …


Patching A Hole In The Jobs Act: How And Why To Rewrite The Rules That Require Firms To Make Periodic Disclosures, Michael D. Guttentag Jan 2000

Patching A Hole In The Jobs Act: How And Why To Rewrite The Rules That Require Firms To Make Periodic Disclosures, Michael D. Guttentag

Indiana Law Journal

Provisions in the Jumpstart Our Business Startups Act of 2012 have made it much easier for firms to avoid federal periodic disclosure obligations, but these provisions were enacted based upon a virtually nonexistent legislative record and upended rules established only after careful consideration almost fifty years earlier. Determining when firms should be required to comply with federal periodic disclosure requirements is best done in the context of a broader understanding of the history and economics of periodic disclosure regulation. This Article provides such an understanding.

The history of periodic disclosure regulation in the United States is traced back to its …


Depoliticizing Financial Regulation, Steven A. Ramirez Jan 2000

Depoliticizing Financial Regulation, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox Jan 2000

Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox

Northwestern Journal of International Law & Business

The symposium issue is a nice microcosm of the competition law issues facing the world. It presents the tensions between national control and world integration. It presents the twin, conflicting impulses to eschew internationalization, hoping to do well enough by deepened positive comity (Waller), and to embrace internationalization at least cautiously to address concerns where unharnessed operation of national interests obstructs efficient solutions and where internationalization is most likely to sidestep the political landmines (Fiebig).


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. …


"Click Here To Buy The Next Microsoft": The Penny Stock Rules, Online Microcap Fraud, And The Unwary Investor, Kevin C. Bartels Jan 2000

"Click Here To Buy The Next Microsoft": The Penny Stock Rules, Online Microcap Fraud, And The Unwary Investor, Kevin C. Bartels

Indiana Law Journal

No abstract provided.