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2001

Securities Law

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Articles 1 - 30 of 52

Full-Text Articles in Law

An Uphill Battle: The Difficulty Of Deterring And Detecting Perpetrators Of Internet Stock Fraud, Byron D. Hittle Dec 2001

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 ...


Liability Of Broker-Dealers For Unsuitable Recommendations To Institutional Investors, Norman S. Poser Nov 2001

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

BYU Law Review

No abstract provided.


"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon Oct 2001

"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon

Boston College Law School Faculty Papers

No abstract provided.


The Need For Competition In International Securities Regulation, Roberta Romano Aug 2001

The Need For Competition In International Securities Regulation, Roberta Romano

John M. Olin Center for Studies in Law, Economics, and Public Policy Working Papers

This paper advocates opening up international securities regulation to greater regulatory competition than the scant competition that exists at present. After sketching the contours of an international regime of regulatory competition in securities laws and the reasons why such competition is desirable, the paper provides a detailed response to objections that have been raised to a proposal for a competitive securities regime that was principally focused on the United States, objections that would accordingly also be raised against this paper’s proposal. These include whether the U.S. securities regime is directed at mitigating problems regarding disclosure of interfirm externalities ...


Limited Liability Companies And The Federal Securities Laws: Congress Should Amend The Securities Laws To Avoid Coverage, George A. Burke Jr. Jul 2001

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. Jul 2001

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 Jun 2001

"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 ...


Motive And Opportunity Test Survives Congressional Death Knell In Private Securities Litigation Reform Act, Michael R. Dube May 2001

Motive And Opportunity Test Survives Congressional Death Knell In Private Securities Litigation Reform Act, Michael R. Dube

Boston College Law Review

Congress enacted the Private Securities Litigation Reform Act in 1995, in an effort to stop frivolous securities fraud suits. Key to the effort was the imposition of a heightened pleading standard requiring plaintiffs to "state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind." There has been considerable controversy regarding whether Congress codified the "motive and opportunity" prong of the pleading standard historically used by the United States Court of Appeals for the Second Circuit. This Note argues that Congress intended to halt use of the motive and opportunity test ...


The Tender Offer In Korea: An Analytic Comparison Between Korea And The United States, Kwang-Rok Kim May 2001

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 ...


Information Technology And Non-Legal Sanctions In Financing Transactions, Ronald J. Mann May 2001

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 ...


Substitutes For Insider Trading, Ian Ayres, Joseph Bankman Apr 2001

Substitutes For Insider Trading, Ian Ayres, Joseph Bankman

John M. Olin Center for Studies in Law, Economics, and Public Policy Working Papers

When insider trading prohibitions limit the ability of insiders (or of a corporation itself) to use material non-public information to trade a particular firm’s stock, there may be incentive to use the information to trade instead on the stock of that firm’s rivals, suppliers, customers, or the manufacturers of complementary products. We refer to this form of trading as trading in stock substitutes. Stock substitute trading by a firm is legal. In many circumstance, substitute trading by employees is also legal. Trading in stock substitutes may be quite profitable, and there is anecdotal evidence that employees often engage ...


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 Apr 2001

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.


Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch Apr 2001

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

Faculty Scholarship at Penn Law

No abstract provided.


Berle And Means Reconsidered At The Century's Turn, William W. Bratton Apr 2001

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

Faculty Scholarship at Penn Law

No abstract provided.


Reviewing Article 8’S Revised Collusion Standard, Francis J. Facciolo Mar 2001

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 Mar 2001

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 ...


The Unclear "Clear And Unmistakable" Standard: Why Arbitrators, Not Courts, Should Determine Whether A Securities Investor's Claim Is Arbitrable, Guy Nelson Mar 2001

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 ...


Revised Article 9 Meets The Bankruptcy Code: Policy And Impact, (With C. Mooney, Jr.)., Steven L. Harris Feb 2001

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

All Faculty Scholarship

No abstract provided.


Building A Strong Subnational Debt Market, Paul S. Maco Jan 2001

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 Jan 2001

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 ...


The Changing Nature Of Federal Regulation, Joel Seligman Jan 2001

The Changing Nature Of Federal Regulation, Joel Seligman

Washington University Journal of Law & Policy

No abstract provided.


New Legislation Permitting Stock Futures: The Long And Winding Road, William J. Brodsky Jan 2001

New Legislation Permitting Stock Futures: The Long And Winding Road, William J. Brodsky

Northwestern Journal of International Law & Business

This article will explain how the stock futures issue arose, how Congress handled it last year, and the application of the legislation to this new product. While I believe that the approach taken in the CFMA will allow stock futures to trade on a level regulatory playing field in many areas with stock options, which are regulated solely as securities, it will not remove all the disparities between these two competing products. That will only occur when Congress acquires the political will to merge the SEC and the CFTC to create a modem regulatory system for the U.S. equity ...


Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller Jan 2001

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

Washington and Lee Law Review

No abstract provided.


Company Registration In Its Historical Context: Evolution Not Revolution, Miriam R. Albert Jan 2001

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 ...


Harmonizing Civil And Criminial Enforcement Of Federal Regulatory Statutes: The Case Of The Securities Exchange Act Of 1934, Margaret V. Sachs Jan 2001

Harmonizing Civil And Criminial Enforcement Of Federal Regulatory Statutes: The Case Of The Securities Exchange Act Of 1934, Margaret V. Sachs

Scholarly Works

Many federal regulatory statutes (including those governing antitrust, securities, and the environment) are hybrid statutes: their prohibitions are enforceable in criminal actions as well as in private or governmental civil actions (or both). Courts have long divided over whether prohibitions in hybrid statutes can be construed differently in different enforcement contexts. Resolution of this uncertainty has become urgent now that criminal enforcement of federal regulatory statutes is relatively frequent.

In this article, Professor Sachs argues that prohibitions in hybrid statutes should be limited to a single interpretation. How to apply this principle (referred to in this article as “the core ...


The Future Of Corporate Governance Listing Requirements, Roberta S. Karmel Jan 2001

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 Jan 2001

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

Faculty Scholarship

No abstract provided.


Regulatory Initiatives And The Internet: A New Era Of Oversight For The Securities And Exchange Commission, Roberta S. Karmel Jan 2001

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

Faculty Scholarship

No abstract provided.


Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock Jan 2001

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.


Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee Jan 2001

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 ...