Secured Transactions Commons^™

The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The thesis of this Article is that the Securities and Exchange Commission should entirely eliminate the integration doctrine from the Securities Act of1933. Under the integration doctrine, a single "offering" or "issue" of securities cannot be split. The doctrine is expensive for society and furthers no valid policy of the 1933 Act. More specifically, the doctrine does not promote investor protection but does retard capital formation, an outcome that is contrary to the presently articulated purposes of the 1933 Act.

Part II of this Article traces the history of the adoption of the integration doctrine both by the Commission and …

The Anti-Bankruptcy Act: Revised Article 9 And Bankruptcy, G. Ray Warner

Faculty Publications

(Excerpt)

The articles in this symposium issue of the American Bankruptcy Institute Law Review attempt to analyze some of the major effects that the 1999 revision of Article 9 of the Uniform Commercial Code will have on bankruptcy law and bankruptcy practice. It is a hazardous activity to attempt to predict in advance the impact of new legislation. That problem is exacerbated when the new law is as extensive and complicated as the revised Article 9. At this early pre-effective date stage, only the more obvious intersections between Article 9 and the bankruptcy laws are easy to anticipate and examine. …

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

Faculty Scholarship

No abstract provided.

Introducing Revised Article 9 Of The Uniform Commercial Code, John L. Mccabe, Arthur H. Travers

Publications

No abstract provided.

The Business Lawyer As Terrorist Transaction Cost Engineer, Royce De R. Barondes

Faculty Publications

Lawyers have garnered a reputation for being unreasonable and excessively contentious. This popular sentiment is embedded in our culture. If lawyers cannot change that perception, a second-best outcome (from the perspective of lawyers) would be the formation of an understanding that there is a reason why they appear to act unreasonably, that it can be desirable for lawyers to act in a way that initially appears to be unreasonable. This Article attempts to build a basis for that understanding in the context of lawyers participating in large commercial transactions.

What Role Is There For Independent Directors Of Mutual Funds, Kenneth E. Scott

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Sec Regulation Of Investment Company Investments In Securities Related Businesses Under The Investment Company Act Of 1940, Lawrence P. Stadulis, Timothy W. Levin

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Regulatory Developments Affecting The Italian Investment Fund Market, Jeffrey Paul Greenbaum

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

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.

Reconciling The Old Theory And The New Evidence: Comments On Ronald Mann's 'The Role Of Letters Of Credit In Payment Transactions', Jacob I. Corré

Michigan Law Review

Ronald Mann's thorough research and rigorous analysis provide compelling evidence that the commercial letter of credit does not further the fundamental purpose traditionally associated with it. Equally persuasive are his hypotheses about the functions that letters of credit actually serve in the real world. The objective statistics are startling. An overwhelming majority of letter of credit seller-beneficiaries make at least initial presentations to issuing or correspondent banks that by the express terms of the letter of credit do not entitle the seller to payment. Without a waiver from its customer, the issuing bank is legally entitled to, and surely will …

Transition Losses In The Electric Power Market: A Challenge To The Premises Underlying The Arguments For Compensation, Lois R. Lupica

Faculty Publications

In this Article, Professor Lois R. Lupica examines whether the electric utility industry, currently j.n the midst of deregulation, ought to sustain the resulting transition losses. Due to the signifi· cant modification of legal rules affecting the electric power market and changes in regulatory policy, the utilities currently have expenditures and expectations that are unrecoverable in a competitive market. In recent years, momentum has moved in the direction of compensating the electric utilities and their investors for these losses. Professor Lupica challenges the arguments for transition loBS recovery and ultimately concludes that the doctrinal premises in support oftransition loss recovery …

The Role Of Letters Of Credit In Payment Transactions, Ronald J. Mann

Michigan Law Review

Common justifications for the use of the letter of credit fail to explain its widespread use. The classic explanation claims that the letter of credit provides an effective assurance of payment from a financially responsible third party. In that story, the seller - a Taiwanese clothing manufacturer, for example - fears that the overseas buyer - Wal-Mart - will refuse to pay once the goods have been shipped. Cross-border transactions magnify the concern, because the difficulties of litigating in a distant forum will hinder the manufacturer's efforts to force the distant buyer to pay. The manufacturer-seller solves that problem by …

Letters Of Credit As Signals: Comments On Ronald Mann's 'The Role Of Letters Of Credit In Payment Transactions', Clayton P. Gillette

Michigan Law Review

Why would buyers and sellers transact with each other through a third party that charges a significant fee for its services and that typically is authorized to make payment notwithstanding noncompliance with the very prerequisites that it has been engaged to monitor? This is the puzzle that Ronald Mann's provocative and nuanced article purports to explain. Under the traditional story about the esoteric world of letters of credit, these transactions allow distant buyers and sellers to circumvent obstacles that would otherwise frustrate long-distance transactions. The traditional story explains that these credits induce buyers to approve payment prior to receiving conforming …

Informality As A Bilateral Assurance Mechanism: Comments On Ronald Mann's 'The Role Of Letters Of Credit In Payment Transactions', Avery Wiener Katz

Michigan Law Review

Ronald Mann's study of documentary defects in the presentation of commercial letters of credit is a valuable contribution to the commercial law literature in at least three respects. First, it offers a detailed and thorough empirical survey of an important though specialized aspect of commercial practice. Mann collected and coded a data sample of 500 randomly selected letter-of-credit transactions, personally evaluating each transaction to determine whether the documentary presentation by the beneficiary of the letter of credit (i.e., the seller) complied with the letter's formal terms. Then, for each case in which he found one or more documentary defects, Mann …

Internationalizing The Law Of Secured Credit: Perspectives From The U.S. Experience, Neil B. Cohen

Faculty Scholarship

No abstract provided.

Straightening Out Strougo: The Maryland Legislative Response To Strougo V. Scudder, Stevens & (And) Clark, Inc., James J. Hanks Jr.

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Trends In The Regulation Of Investment Companies And Investment Advisers, Tamar Frankel

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Commentary On A Rare Luddite Victory - The Templeton Dragon Fund Shareholder Proposal No-Action Letter, Howard M. Friedman

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

The Contribution Of The Fund Profile To Investor Education, James A. Fanto

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Participant Self-Direction Of Account Balances: Investment Advice Or Investment Education, Marcia S. Wagner, Robert N. Eccles

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Enhancing The Effectiveness Of Independent Directors: Is The System Broken, Creaking Or Working, David A. Sturms

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Rethinking Brokerage Rebate Arrangements: The Case For Collective Cash Pass-Through Arrangements, Joseph A. Franco

Villanova Journal of Law and Investment Management (1999 - 2002)

No abstract provided.

Towards A Market Economy: Security Devices For China, Guanghua Yu

Washington International Law Journal

From 1949 to 1978, China's economy was centrally directed under a very rigid system of state planning. Under the planning system, security devices were not widely used. The government drew specific plans for enterprises and the Ministry of Finance used banks to allocate the funds to enterprises or projects. The banks, however, did not have to screen projects and monitor the use of funds after disbursements. They merely distributed the money to enterprises and collected the profits. Recognizing the shortcomings of central planning based almost exclusively on public ownership over the means of production, China embarked on an economic reform …

Secured Transactions History: The Fraudulent Myth, George Lee Flint Jr

Faculty Articles

England first adopted Germanic law banning nonpossessory secured transactions because at the time, England was controlled by the Normans. The ban persisted as long as statutes favored alternative security devices, namely the pledge and the collusive judgment, the major competing security device. But the allowance of interest after 1571 obviated the advantage of the pledge to surreptitiously generate interest under the usury ban. The 1677 Statute of Frauds destroyed the priority of the collusive judgment, changing its priority from date of the judgment entered to the delivery of the writ of execution to the sheriff for execution. The nonpossessory secured …

Impact Of The Capital Markets On Real Estate Law And Practice, 32 J. Marshall L. Rev. 269 (1999), Michael H. Schill

UIC Law Review

No abstract provided.

International Secured Transactions And Revised Ucc Articles 9, Neil B. Cohen, Edwin E. Smith

Faculty Scholarship

No abstract provided.

Secured Transactions History: The Impact Of Textile Machinery On The Chattel Mortgage Acts Of The Northeast, George Lee Flint Jr.

Oklahoma Law Review

No abstract provided.

Secured Transactions History: The Impact Of Textile Machinery On The Chattel Mortgage Acts Of The Northeast, George Lee Flint Jr.

Oklahoma Law Review

No abstract provided.

Secured Transactions History: The Impact Of Textile Machinery On The Chattel Mortgage Acts Of The Northeast, George Lee Flint Jr

Faculty Articles

The northeastern states passed chattel mortgage statues in the 1830s to replace the rebuttable rule acknowledging third party rights to the collateral, which created litigation to enforce a nonpossessory secured transaction. The rebuttable rule presumed that debtor possession of the collateral was fraud, but also allowed the secured party to present rebuttal evidence of his good faith in the transaction. The rebuttable rule negatively affected the textile machinery industry, allowing third parties to collect over the original creditor. In an effort to maneuver around the rebuttable rule, machinery manufacturers turned to a host of legal remedies, but eventually decided on …

A Central Filing System For Financing Statements, Arthur H. Travers Jr., John L. Mccabe

Publications

No abstract provided.