Law Commons^™

An Uphill Battle: The Difficulty Of Deterring And Detecting Perpetrators Of Internet Stock Fraud, Byron D. Hittle

Federal Communications Law Journal

This Note argues that because of the limited resources of the SEC, the demanding requirements to prove misrepresentation, the current lack of cooperation between federal and state securities regulators, and a perverse admiration for fraud masterminds, illegal stock price manipulators will continue to profit from unsuspecting investors. Various measures to curb Internet fraud, however, are currently being pondered by industry experts. Among the most effective and realistic are, in order: increasing investor education and awareness, increasing the SEC's "firepower," increasing penalties and jail time for offenders, furthering coordination of federal and state efforts, and creating a "seal of approval" for …

Liability Of Broker-Dealers For Unsuitable Recommendations To Institutional Investors, Norman S. Poser

BYU Law Review

No abstract provided.

Limited Liability Companies And The Federal Securities Laws: Congress Should Amend The Securities Laws To Avoid Coverage, George A. Burke Jr.

Indiana Law Journal

No abstract provided.

Securities Regulation, L. Briley Brisendine Jr.

Mercer Law Review

This Article surveys significant cases decided by the United States Court of Appeals for the Eleventh Circuit during 1999 and 2000 in the field of securities regulation. This Article also examines one rule adopted by the Securities and Exchange Commission ("SEC") during this survey period that affects Eleventh Circuit precedent.

• Safe Harbor for Forward-Looking Statement
• Judicial Notice of SEC Filings and Standard for Scienter Pleading
• "Knowing Possession" Test Adopted for Section 10(B) Fraud Claims

"With Friends Like These ...": Toward A More Efficacious Response To Affinity-Based Securities And Investment Fraud, Lisa M. Fairfax

Faculty Scholarship

This article highlights the increase in affinity fraud—securities and investment fraud targeting members of a particular racial or ethnic group perpetrated either by a member of that group or someone claiming to advance the groups’ interests. Affinity fraud differs from other forms of securities fraud because perpetrators establish their credibility and the credibility of their investment schemes by appealing to the trust that group members share, often promising that some of the invested funds will be used to assist the group’s church or ethnic community. This reliance on group trust and sense of community persuades otherwise cautious people to participate …

The Tender Offer In Korea: An Analytic Comparison Between Korea And The United States, Kwang-Rok Kim

Washington International Law Journal

Even though the tender offer system in Korea was established in 1976, there were very few tender offer transactions until 1997. However, after Korea's economic crisis in late 1997, the Korean government not only took a series of structural reform measures to improve the securities market system, but also widely opened the financial markets to foreign countries by abolishing or amending restrictions on foreign investment. The 1998 reforms to the Korea Securities Exchange Act included significant changes to tender offer regulations, making hostile takeovers more feasible. Since that time, the tender offer has been used as a tool to acquire …

Information Technology And Non-Legal Sanctions In Financing Transactions, Ronald J. Mann

Vanderbilt Law Review

This Essay investigates the effect of advances in information technology on the private institutions that businesses use to resolve information asymmetries in financing transactions. The first part of the Essay discusses how information technology can permit direct verification of the information, obviating the problem entirely; the Essay discusses the example of the substitution of the debit card for the check, which provides an immediate payment that obviates the need for the merchant to consider whether payment will be forthcoming when the check is presented to the bank on which it is drawn.

The second part of the Essay discusses how …

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Preserving Existing Security Interest Under Revised Article 9 Of The Uniform Commercial Code: A Concise Summary Of The Transition Rules And Some Recommendations For Secured Parties, Vincent Paul Cardi

West Virginia Law Review

No abstract provided.

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

All Faculty Scholarship

No abstract provided.

Reviewing Article 8’S Revised Collusion Standard, Francis J. Facciolo

Faculty Publications

(Excerpt)

The first published case to deal with the new collusion standard in revised Article 8 has been decided by Judge Bransten in Supreme Court, New York County. As New York City is the center of the securities industry, it is not surprising that the first published case to deal with collusion was decided here. The result reached by Judge Bransten, however, is surprising in the liberality with which collusion was construed.

An Outsider's View Of China's Insider Trading Law, Charles Zhen Qu

Washington International Law Journal

China's insider trading law can be found in the country's first unified securities industry law, Securities Law of the People's Republic of China, which came into force on July 1, 1999. The provisions of this law relating to insider trading, however, do not seem to help achieve the legislative purpose of the Securities Law, namely, to protect the interest of investors and promote the development of a socialist economy. The inadequacy of the current regime lies in the overly narrow definitions of "insider" and "inside information," the lack of workability of civil liability provisions, and the failure of China's Securities …

The Unclear "Clear And Unmistakable" Standard: Why Arbitrators, Not Courts, Should Determine Whether A Securities Investor's Claim Is Arbitrable, Guy Nelson

Vanderbilt Law Review

When an individual investor opens an account with a securities broker, the customer often must sign a standard-form contract as a precondition of conducting business with the broker. This non- negotiable contract, referred to as a Customer Agreement, generally contains an arbitration clause under which the parties agree to submit any future disputes to arbitration conducted by one of the securities industry's self-regulatory organizations ("SROs"). Proceedings initiated under the broad and inclusive arbitration clause are subject to the arbitration guidelines established by the SROs, a group which includes all the major stock exchanges. Virtually all brokers are members of an …

Revised Article 9 Meets The Bankruptcy Code: Policy And Impact, (With C. Mooney, Jr.)., Steven L. Harris

All Faculty Scholarship

No abstract provided.

Regulatory Initiatives And The Internet: A New Era Of Oversight For The Securities And Exchange Commission, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Future Of Corporate Governance Listing Requirements, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Regulation Of Securities And Security Exchanges In The Age Of The Internet, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee

LLM Theses and Essays

Underpinning a regulatory regime is a dichotomy between achieving certainty of outcome and achieving perceived fairness. While such a discussion may seem out of place in the context of a regulatory regime dealing with offshore offerings, it nonetheless serves to emphasize some of the considerations encountered in the following examination of Regulation S. Part Two of this thesis outlines the development of the disclosure regime that is evidenced in the United States Federal Securities Regulations and then goes on to examine how this regime, first established in the 1930s, dealt with the advent of globalization. Part Three then looks at …

Building A Strong Subnational Debt Market, Paul S. Maco

Richmond Journal of Global Law & Business

Decentralization of responsibility for finance and growing infrastructure needs are two trends that are expected to stimulate a growth in government borrowing at the sub-national level. Statistics for the first half of 2000 show a significant increase in sub-national debt volume, with global public finance, excluding Canada and the United States, more than doubling that of the first half of 1999.

Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher

Law Faculty Publications

Corporations often speak through documents. Some, like press releases, may not identify an author. Others, like 10-Ks, bear the signatures of many who did not write them but sign as required by law. In many cases, groups of individuals, working together, prepare these documents. When such documents contain misstatements, plaintiffs may not know initially who wrote them. To address this difficulty, the U.S. Courts of Appeals for the Ninth and Second Circuits created a judge-made pleading protocol. This protocol permits plaintiffs to name officers, and in some cases directors, as defendants in securities fraud cases without pleading specific facts to …

Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.

On Insider Trading, Markets, And "Negative" Property Rights In Information, Zohar Goshen, Gideon Parchomovsky

All Faculty Scholarship

No abstract provided.

The Wharf (Holdings) Ltd. V. United International Holdings, Inc.: The Supreme Court Breaks Old Ground, Mark J. Loewenstein

Publications

This article analyzes the Supreme Court's decision to decide only one federal securities law case, The Wharf (Holdings) Ltd. v. United International Holdings, Inc. On the face of it, the Court simply affirmed long-standing, uncontroversial tenets of Rule 10b-5. However, the article provides different explanations to the Court's decision.

Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller

Washington and Lee Law Review

No abstract provided.

Securities Price Risks And Financial Derivative Markets, Peter H. Huang

Publications

The financial and popular media report almost daily on the volatility of securities market prices. Yet, many people continue to buy securities to hedge against or speculate on certain risks. People can also buy or sell derivatives to hedge against or speculate on fluctuations in securities prices. This Article discusses three regulatory policy implications of utilizing derivatives markets to reallocate the bearing of securities price risks. First, if there are too few non-redundant derivative markets, a competitive market equilibrium allocation of securities price risks is typically constrained Pareto inefficient. This financial economic result means that for typical economies, a regulator …

They Toil Not, Neither Do They Spin: Civil Liability Under The Oregon Securities Law, Keith A. Rowley

Scholarly Works

Under Oregon law, persons who sell securities in violation of statutory registration requirements, or by means of some misrepresentation or omission of material fact, may be liable to any person or entity who buys securities from or through them. Likewise, persons who buy securities by means of some misrepresentation or omission of material fact may be liable to any person or entity who sells securities to or through them. In addition to, or in lieu of, suing the person who committed the material misrepresentation or omission, a plaintiff may sue one or more persons or entities who might be vicariously …

The Securities Globalization Disclosure Debate, Merritt B. Fox

Faculty Scholarship

A global market is developing for the shares of an increasing portion of the world’s 41,000 publicly-traded issuers. This trend has given rise to an active debate concerning what United States policy should be toward regulation of their disclosure practices. This Article is a comment on this debate through the eyes of an active participant

On Insider Trading, Markets, And Negative Property Rights In Information, Zohar Goshen, Gideon Parchomovsky

Faculty Scholarship

Few issues have sparked as much debate and disagreement among Law and Economics scholars as the prohibition on insider trading. Ironically, the Supreme Court's attempts in Chiarella v. United States, Dirks v. Securities and Exchange Commission, and, most recently, in United States v. O'Hagan to clarify the scope and content of the ban on insider trading, and the subsequent reaction of the Securities and Exchange Commission ("SEC"), have only added fuel to the fire of the academic debate already raging on the issue.

The most intriguing feature of the debate on insider trading is that all contributors seek to promote …

Company Registration In Its Historical Context: Evolution Not Revolution, Miriam R. Albert

Hofstra Law Faculty Scholarship

The piece examines proposals for changing the current system for registering securities under the Securities Act of 1933. Under the current transaction-based system, issuers must register each non-exempt public offering of securities. Despite the SEC's rule-making power, regulatory revision, at least with respect to the implementation of any major changes to the existing federal securities regulation landscape, has traditionally followed a somewhat cyclical model.

First, there is discussion in the academic and professional literature, commenting on, criticizing or proposing changes to some facet of the existing regulatory system (“public debate”); then, either overlapping with or following this public debate, the …

Hedge Funds, Hot Markets And The High Net Worth Investor: A Case For Greater Protection, Helen Parry

Northwestern Journal of International Law & Business

shares; that, if proprietary exchanges are allowed to act as regulators, they should be subject to some constraints as to how they perform this function; and that, contrary to the ordinary case where we have reason to believe that markets discipline firms, a vigorous market for control of exchanges could have harmful effects. The concern that underlies these conclusions is a concern that a country's national interest in protecting its domestic capital markets for the benefit of domestic enterprise and investors is likely to be undermined in a world where exchanges act just like any other business. Management, are clearly …