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Full-Text Articles in Law

Anti-Fraud Provisions Of The Securities Act; Erisa; Pension Plans; Section 17(A) Private Right Of Action; Daniel V. International Brotherhood Of Teamsters, Marlene P. Emery, Barbara M. Heinzerling Aug 2015

Anti-Fraud Provisions Of The Securities Act; Erisa; Pension Plans; Section 17(A) Private Right Of Action; Daniel V. International Brotherhood Of Teamsters, Marlene P. Emery, Barbara M. Heinzerling

Akron Law Review

In Daniel v. International Brotherhood of Teamsters the Seventh Circuit Court of Appeals held that the federal securities laws apply to disclosure of information regarding employee pension and profit sharing plans. In an era when disclosure of information has become mandatory and commonplace, it is not surprising that relevant information on pension plans should be disclosed to employees. The important aspect of this case is that disclosure was required under the anti-fraud provisions of the federal securities laws, rather than under the provisions of the Employee Retirement Income Security Act (ERISA). Questions concerning the Securities and Exchange Commission's jurisdiction over …


Securities Laws Implications For Savings Associations Acting As Trustees For Ira's And Keoghs Aug 2015

Securities Laws Implications For Savings Associations Acting As Trustees For Ira's And Keoghs

Akron Law Review

This article will focus on the major problem area which has resulted from the above legislation. That problem is whether or not a savings association must register with the Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1931 or the Investment Company Act of 1940, as a consequence of acting as trustee for an IRA or Keogh plan.


Private Cause Of Action Under Section 17(A) Of Securities Exchange Act Of 1934; Doctrine Of Implication; Touche Ross V. Redington, James L. Miller Jul 2015

Private Cause Of Action Under Section 17(A) Of Securities Exchange Act Of 1934; Doctrine Of Implication; Touche Ross V. Redington, James L. Miller

Akron Law Review

The Securities Exchange Act of 1934 is principally designed to protect investors through regulation of securities transactions on the organized exchanges and in the over-the-counter markets. In addition to the creation of the Securities and Exchange Commission as its leading enforcement mechanism, the 1934 Act provides for criminal penalties and, in certain instances, private causes of action for individuals who incur damage by others' violations of the Act. However, courts will often imply a civil cause of action for an injured party despite the absence of express statutory authorization.3 Subsequent judicial attempts to determine when supplemental civil relief can or …


Federalism To An Advantage: The Demise Of State Blue Sky Laws Under The Uniform Securities Act, Marianne M. Jennings, Bruce K. Childers, Ronald J. Kudla Jul 2015

Federalism To An Advantage: The Demise Of State Blue Sky Laws Under The Uniform Securities Act, Marianne M. Jennings, Bruce K. Childers, Ronald J. Kudla

Akron Law Review

They come at an opportune time. "They" are the changes to the Uniform Securities Act. Although some of the changes are perfunctory, the significant changes have a fascinating common thread running through them. That fascinating thread is federalism. Changes in the Act could move regulation away from the hands of the states and make federal registration, more or less, a ticket for sales without state approval. The changes are not without opposition. This article will discuss the changes, the reactions of particular concerned groups and the perceived effects of such changes.


Attorneys Beware: Increased Liability For Providing Advice To Corporate Clients Issuing Securites, Joseph Reece Jul 2015

Attorneys Beware: Increased Liability For Providing Advice To Corporate Clients Issuing Securites, Joseph Reece

Akron Law Review

Although the law in this area is rapidly evolving, a general overview of recent case law seems to indicate that attorneys may be liable even though their participation in the issuance of securities only involved rendering routine services to a corporate client. If an attorney were to have an active part in activities such as business planning or the promotion of securities, their exposure to potential liability would increase dramatically. As a result of this rapid change in the law, there is a degree of uncertainty concerning the potential liabilities attorneys may face when assisting their corporate clients in issuing …


Qualification Of Securities In California: Hostile Territory For Foreign Issuers, James K. Roosa Jul 2015

Qualification Of Securities In California: Hostile Territory For Foreign Issuers, James K. Roosa

Akron Law Review

The purpose of this article is to outline these policies and to discuss the threat which compliance poses to the issuer's shareholders as well as the corporation law of the issuer's home state. Although much of the discussion is couched in terms of Ohio law and Ohio issuers, it applies equally to other jurisdictions whose corporation laws are similar to Ohio's.


Revisions To Ohio Securities Laws Needed, David E. Weiss Jul 2015

Revisions To Ohio Securities Laws Needed, David E. Weiss

Akron Law Review

The purpose of this article is to discuss several proposed revisions to Ohio's securities laws which were addressed during the Registration Advisory Committee meeting held at the Division's annual conference in October 1989 and to recommend prompt action to amend those provisions of Ohio's securities laws to effectuate these revisions.


Liability For Insider Trading: Expansion Of Liability In Rule 10b-5 Cases, Arthur J. Marinelli Jul 2015

Liability For Insider Trading: Expansion Of Liability In Rule 10b-5 Cases, Arthur J. Marinelli

Akron Law Review

This article will examine the recent litigation developments of Section 10 and Rule 10-b in Carpenter v. United States and in Basic, Inc. v. Levinson. The origins and developments of the misappropriation theory and the application of the mail fraud statutes as applied to Section 10 will also be discussed. Finally, the duty of disclosure and the timing of disclosure of merger negotiations, along with the fraud-on-the-market theory of civil liability under Rule 10b-5, will be explored in the context of the Basic case.


Is The Quest For Corporate Responsibility A Wild Good Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman Jun 2015

Is The Quest For Corporate Responsibility A Wild Good Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman

Akron Law Review

In Part I, this Article explores the law of shareholder proposals and the reasons why the SEC and the courts permit proposals relating to social or ethical issues (social proposals) so long as those issues relate to the corporation’s business. The focus here is on the regulation of such social proposals. Other regulations permitting the exclusion of shareholder proposals will be discussed only to the extent that they interact with the Rule relating to social proposals. Part II presents the complete narrative of the Lovenheim case, providing details that are not captured in the decision or in the limited secondary …


Is The Quest For Corporate Responsibility A Wild Goose Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman Jun 2015

Is The Quest For Corporate Responsibility A Wild Goose Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman

Akron Law Review

This Article is a Law Story. Law Stories have many purposes, but their main goal is to supplement and demystify the case method of legal pedagogy. The case method has been criticized for presenting students with the law more or less as a fait accompli. The case method assumes a pre-existing body of law that students passively learn rather than learning to think of the law as something that they will have a hand in shaping...In Part II, this Article explores the law of shareholder proposals and the reasons why the SEC and the courts permit proposals relating to social …