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Securities

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Full-Text Articles in Business Organizations Law

Toward A Distinctive Canadian Corporate Law Regime, Ronald J. Daniels, Jeffrey G. Macintosh Oct 1991

Toward A Distinctive Canadian Corporate Law Regime, Ronald J. Daniels, Jeffrey G. Macintosh

Osgoode Hall Law Journal

In this article, the authors consider the impact of the institutional and market environment in which Canadian business operates on the structure of corporate and securities law. The authors argue that the linkages between markets and law have been neglected by scholars, judges, and regulators concerned with Canadian corporate and securities law, resulting in the adaption of approaches that are ill-suited to the Canadian environment. Canadian capital markets, for instance, are characterized by high levels of share ownership concentration, thin trading problems, intensive inter-corporate linkages, and possibly lower levels of efficiency. In sum, these factors make the problems occasioned by …


When The Medium Is The Message: Corporate Buybacks As Signals, F. H. Buckley Jul 1990

When The Medium Is The Message: Corporate Buybacks As Signals, F. H. Buckley

Indiana Law Journal

No abstract provided.


The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon Jan 1990

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.


The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne Jan 1988

The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne

Villanova Law Review (1956 - )

No abstract provided.


Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser Jan 1988

Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser

Fordham Urban Law Journal

This Note analyzes transactions involving the purchase and sale of option contracts by an insider possessing material nonpublic information to determine whether the insider violates section 10(b) or Rule 10(b)(5). This Note presents an overview of the framework of Rule 10(b)(5) and, in particular, its enforcement in insider trading cases, and then examines the differing views espoused by courts regarding the duty of disclosure. A general discussion of options and the options market is then provided. Finally, this Note illustrates the loophole by presenting a typical options scenario and then suggests applications of insider trading law the effectively closes the …


Securities Arbitration After Mcmahon, Constantine N. Katsoris Jan 1988

Securities Arbitration After Mcmahon, Constantine N. Katsoris

Fordham Urban Law Journal

In Shearson/American Express, Inc. v. McMahon, the Supreme Court decided that federal securities claims under the Securities Exchange Act of 1934 (1934 Act or Exchange Act) are arbitrable. Since McMahon, there has been a flurry of activity in, and focus upon, the general area of arbitration of public securities disputes. This activity has generated particular interest in such subjects as: arbitration forums; pre-trial procedures and discovery; remedies and relief; composition of panels; training, background and evaluation of arbitrators; and the rendering of written opinions. In discussing many of these areas, this Article will track the history of securities arbitration before …


Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act Jun 1987

Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act

Washington and Lee Law Review

No abstract provided.


The Plight Of Small Issuers (And Others) Under Regulation D: Those Nagging Problems That Need Attention, Rutheford B. Campbell Jr. Jan 1985

The Plight Of Small Issuers (And Others) Under Regulation D: Those Nagging Problems That Need Attention, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation D traces its roots to section 4(2) and section 3(b) of the Securities Act of 1933. Both of these sections are designed to relieve an issuer from the pains of registration under the 1933 Act in situations where Congress deemed such registration inappropriate. Therefore, under section 4(2), no registration is required for "transactions by an issuer not involving any public offering." Section 3(b) is not a self-executing exemption but instead permits the Securities and Exchange Commission to enact rules and regulations exempting issuers from registration requirements "if it finds that ... [registration] is not necessary in the public interest …


The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer Jul 1982

The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer

Faculty Publications

No abstract provided.


Going Public: Practice, Procedure, And Consequences, Carl W. Schneider, Joseph M. Manko, Robert S. Kant Jan 1981

Going Public: Practice, Procedure, And Consequences, Carl W. Schneider, Joseph M. Manko, Robert S. Kant

Villanova Law Review (1956 - )

No abstract provided.


Incorporation And The Securities Acts, Daniel T. Murphy Oct 1980

Incorporation And The Securities Acts, Daniel T. Murphy

Law Faculty Publications

ATTORNEYS, when advising clients regarding the advantages and disadvantages of incorporating a business, must carefully consider the applicability of the securities laws, state and federal, to the venture from its inception. If a business were run as a proprietorship or a general partnership, the principals could dispose of their interests in the business without consideration of the securities laws. The issuance of stock by a corporation to such individuals in exchange for cash or their interests in the business triggers the application of both state and federal securities laws. More importantly, however, the attorney must recognize that these statutes will …


The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt Jan 1980

The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt

Fordham Urban Law Journal

This Comment looks at the right of financial privacy and Congress' recent attempt to recognize it. It goes on to analyze the Financial Privacy Act. Finally, the Comment examines the origins of the Act, the various provisions of the Act, and the problems associated with the Act.


Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto Jan 1980

Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto

Fordham Urban Law Journal

This Note examines certain legal issues arising out of the increasing popularity of cash tender offers as a means for gaining control of public companies. Specifically, this Note will examine The Williams Act and its protection against possible fraud committed by parties attempting to use cash tender offers to take control of a company. Next, the Note will review the U.S. Supreme Court decision Piper Aircraft, Inc. v. Chris-Craft Industries, Inc. to see if a tender offeror can sue for damages under section 14(e) of Securities Exchange Act of 1934 if it is defrauded by another tender offeror.


Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall Jan 1979

Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall

Villanova Law Review (1956 - )

No abstract provided.


Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm Jan 1979

Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm

Washington and Lee Law Review

No abstract provided.


Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr. Jan 1978

Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In 1977, the Supreme Court decided Santa Fe Industries, Inc. v. Green. Although the outcome of that decision should have surprised no one, since the trend of the Court clearly had been to constrict the scope of the federal securities legislation, the case was a major decision that will have a substantial impact on the development of corporate law in this country. Indeed, it may turn out to be one of the most significant corporate cases decided by the Supreme Court in recent years. Since by this point the dust has settled from the case, it seems appropriate to …


Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter Jan 1978

Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter

Villanova Law Review (1956 - )

No abstract provided.


Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr. Nov 1976

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …


Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey Jul 1975

Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey

Indiana Law Journal

No abstract provided.


Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland Apr 1974

Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland

West Virginia Law Review

No abstract provided.


The New Annual Report To Shareholders, Robert S. Kant Jan 1974

The New Annual Report To Shareholders, Robert S. Kant

Villanova Law Review (1956 - )

No abstract provided.


The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin Jan 1974

The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin

Villanova Law Review (1956 - )

No abstract provided.


Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis Jan 1974

Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis

Villanova Law Review (1956 - )

No abstract provided.


Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson Jan 1974

Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson

Villanova Law Review (1956 - )

No abstract provided.


Take-Over Bids In Virginia Sep 1969

Take-Over Bids In Virginia

Washington and Lee Law Review

No abstract provided.


The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr. Jan 1969

The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.

Villanova Law Review (1956 - )

No abstract provided.


The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley Jan 1969

The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley

Villanova Law Review (1956 - )

No abstract provided.


Corporations - Proxy Regulations - Federal Courts Can Grant Complete Relief In Shareholder's Suit For Violation Of Section 14(A) Of Securities Exchange Act Of 1934, Jack J. Bernstein Jan 1964

Corporations - Proxy Regulations - Federal Courts Can Grant Complete Relief In Shareholder's Suit For Violation Of Section 14(A) Of Securities Exchange Act Of 1934, Jack J. Bernstein

Villanova Law Review (1956 - )

No abstract provided.


Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan Jan 1961

Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan

Villanova Law Review (1956 - )

No abstract provided.


Stock Transfer Restrictions: Continuing Uncertainties And A Legislative Proposal, William H. Painter Jan 1960

Stock Transfer Restrictions: Continuing Uncertainties And A Legislative Proposal, William H. Painter

Villanova Law Review (1956 - )

No abstract provided.