Securities Law Commons^™

The Challenge To Financial Regulators Posed By Social Security Privatization, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

How Efficient Markets Undervalue Stocks: Capm And Ecmh Under Conditions Of Uncertainty And Disagreement, Lynn A. Stout

Cornell Law Faculty Publications

The Essays Of Warren Buffett: Lessons For Corporate America, Lawrence A. Cunningham

Cardozo Law Review

No abstract provided.

Agency Principles And Large Block Shareholders, Deborah A. Demott

Cardozo Law Review

No abstract provided.

The Human Corporation: Some Thoughts On Hume, Smith, And Buffett, Lawrence E. Mitchell

Cardozo Law Review

No abstract provided.

Buffett, Corporate Objectives, And The Nature Of Sheep, Henry T.C. Hu

Cardozo Law Review

No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

Cardozo Law Review

No abstract provided.

Revisiting The Anti-Takeover Fervor Of The '80s Through The Letters Of Warren Buffett: Current Acquisition Practice Is Clogged By Legal Flotsam From The Decade, Dale Arthur Oesterle

Cardozo Law Review

No abstract provided.

Reflections On The Pricing Of Shares, Robert W. Hamilton

Cardozo Law Review

No abstract provided.

The Insider Story, Richard C. Reuben

Faculty Publications

The central issue in United States v. O'Hagan, No. 96-842, is the validity of the so-called "misappropriation theory" of insider trader liability under Section 10(b) of the Securities and Exchange Act of 1934. 15 US.C. 78(j)(b). The justices heard oral arguments in April. If the theory propounded by federal regulators is endorsed by the Court, it would expand insider trader liability under U.S. law.

Securities Market And Securities Regulations In China, Fengxia Dai

LLM Theses and Essays

China is a large developing country with a socialist ideology that is currently undergoing a period of reform and transformation. In December 1990, China opened its first national securities market - the Shanghai Securities Exchange. This was soon followed in November 1991 by the first special shares denominated in foreign currencies and sold only to overseas investors. These important steps in the development of China’s securities industry indicate commitment by Chinese authorities to the two key components of the nation’s economic reform program - economic systemic reform, and opening to the outside world. China’s securities market and securities regulations contain …

Betting The Bank: How Derivatives Trading Under Conditions Of Uncertainty Can Increase Risks And Erode Returns In Financial Markets, Lynn A. Stout

Cornell Law Faculty Publications

On April 12, 1994, Procter & Gamble Co. announced that it had incurred pre-tax losses of $157 million from trading in leveraged interest rate swaps, a form of financial derivative. At the time that figure seemed enormous. Yet within a year, Procter & Gamble's misfortune had been overshadowed by that of Orange County, a wealthy California enclave that lost an estimated $2.5 billion of its investment fund as a result of dealings in reverse-repurchase agreements, inverse floaters, and other arcane instruments. Recent months have seen further losses by investment funds, government entities, and even colleges and Native American tribes. Perhaps …

Central Bank V. First Interstate Bank: Plain Language And The Implied Private Right Of Action Under Section Loch) And Rule 10b-5, T. James Lee Jr.

BYU Law Review

No abstract provided.

Bank Growth In The Investment Company Industry: Do Guidelines Issued By The Comptroller Of The Currency Compensate For Bank Exclusion From Statutory Provisions Of The Federal Securities Laws Defining "Broker/Dealer" And "Investment Adviser?", Paul A. Caldarelli

Campbell Law Review

Under the current regulatory scheme, banks directly engaged in mutual fund activities are regulated under the federal banking laws by the Office of the Comptroller of the Currency, whereas bank subsidiaries and non-bank affiliates engaged in mutual fund activities must be registered broker-dealers that are subject to Securities and Exchange Commission regulation under the federal securities laws. The regulatory tools provided to the banking regulators by the federal banking laws were designed to provide for the protection of depositors and for the safety and soundness of the bank. The remedies available under the federal banking laws dealing with violations involving …

The Value Of Public-Notice Filing Under Uniform Commercial Code Article 9: A Comparison With The German Legal System Of Securities In Personal Property, Jens Hausmann

LLM Theses and Essays

In contrast to the public-notice filing system under U.C.C. Article 9, the modern German law of securities in personal property lacks publicity of security interests. The German courts have developed a mesh of priority rules exhaustively described in this analysis. Despite the costs and risks arising under the formal filing system, the U.C.C. accomplishes a preferable balance of interests involved in secured transactions. It assures certainty to creditors about the priority of security interests in particular assets, whereas the German law comprehensively recognizes the debtor’s interest in the secrecy of the transaction and the need for external capital. Regarding the …

The Bespeaks Caution Doctrine: Revisiting The Application Of Federal Securities Law To Opinions And Estimates, Royce De R. Barondes

Faculty Publications

Disclosure of estimates and opinions, which are often referred to as ‘soft information,‘ has presented a number of difficult issues to courts, the Securities and Exchange Commission (SEC) and companies issuing offering materials or required to file periodic reports with the SEC. Although this type of information often consists of projections, historical financial statements also include this type of information to varying degrees. For example, a bank's statement of financial position requires specification of loan loss reserves and is therefore dependent on an assessment of future events (the timing and extent of repayment). Similarly, determination of the timing of a …

An Economic Analysis Of The Potential For Coercion In Consent Solicitations For Bonds, Royce De R. Barondes

Faculty Publications

This Article examines why issuers frequently cannot present bondholders with an offer that draws on collective action problems to force the acceptance of the offer by the bondholders. The analysis is restricted to publicly offered bonds. For a number of reasons, privately placed debt presents fewer opportunities for coercion. A prior business relationship among various purchasers, which facilitates cooperation, may be more likely with respect to privately placed debt. Privately placed debt often has more significant protection for the bondholders than public debt with the same level of seniority

Introduction To The Financial System And Securities & Exchange System Reform Act In Japan, Hiroshi Naka, Akio Nakamura, Atsushi Yamashita, Scott Siegler

Washington International Law Journal

This translation of an original Japanese language work, by Hiroshi Naka and Akio Nakamura, both of the Japanese Ministry of Finance, details the reforms of Japan's financial and securities & exchange system made under the recently enacted System Reform Act. The major reforms under the Act include: (1) altering the "Glass Steagall" rule (the separation of securities business and banking business) in Japan so that banks and securities companies can engage in each other's business through their subsidiaries; (2) extending securities regulations to some new types of structured finance; (3) amending public offering provisions and providing new articles for private …

Making America Competitive, Mark J. Loewenstein

Publications

No abstract provided.

Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis

Publications

No abstract provided.

Benign Restraint: The Sec's Regulation Of Execution Systems, David M. Schizer

Faculty Scholarship

To the handful of traders who founded the New York Stock Exchange (NYSE) in 1792 – and perhaps even to the securities traders of the 1960's – today's securities markets would be virtually unrecognizable. New communications and data processing technologies, the globalization of investment portfolios, and a surge in trading volume have created new needs and possibilities. As a result, revolutionary advances have occurred in the design and performance of execution systems: the technologies (computers, telephones, modems) and formats (auction-based stock exchanges, dealer-based "over-the-counter" markets, computerized single price auctions) that traders use to conduct trades. These advances enable trades on …

Recent Initiatives In International Financial Regulation And Goals Of Competitiveness, Effectiveness, Consistency And Cooperation, Joel P. Trachtman

Northwestern Journal of International Law & Business

The purpose of this examination is first, to review the basis for and method of applying U.S. regulation in these functional areas to offshore activities of U.S. persons and to both U.S. and offshore activities of foreign persons, and to understand the differences in approach taken by the Board of Governors of the Federal Reserve System (the Board) and the Securities and Exchange Commission (the Commission) in interpreting the reach of prescriptive jurisdiction under the Bank Holding Company Act of 1956 (the BHC Act), the Securities Act of 1933 (the Securities Act) and the Securities Exchange Act of 1934 (the …

Bondholder Coercion: The Problem Of Constrained Choice In Debt Tender Offers And Recapitalizations, John C. Coffee Jr., William A. Klein

Faculty Scholarship

The past decade saw the flourishing of risky, high-yield corporate debt, often called "junk" bonds. Too many companies took on too much debt, and the chickens are now coming home to roost as these bonds have begun to default with increasing frequency.The magnitude of the problem is potentially enormous; by one estimate, $318 billion of debt has either defaulted already or trades at yields indicating the market's skepticism that it will be repaid on maturity.

Facing the prospect of default, corporate issuers are seeking to restructure or recapitalize their financial structures at a correspondingly increased pace. The market force driving …

Liquidity Versus Control: The Institutional Investor As Corporate Monitor, John C. Coffee Jr.

Faculty Scholarship

Within academia, paradigm shifts occur regularly, some more important than others. As the takeover wave of the 1980s ebbs, a significant shift now appears to be in progress in the way the public corporation is understood. Above all, the new thinking emphasizes that political forces shaped the modern corporation. While the old paradigm saw the structure of the corporation as the product of a Darwinian competition in which the most efficient design emerged victorious, this new perspective sees political forces as constraining that evolutionary process and possibly foreclosing the adoption of a superior organizational form. Thus, my colleague Professor Mark …

Between Chiarella And Congress: A Guide To The Private Cause Of Action For Insider Trading Under The Federal Securities Laws, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

A New Era Of Financial Futures Trading In Germany: Sweeping Changes In The Legal And Business Environment, Friedrich E.F. Hey

Northwestern Journal of International Law & Business

Trading in futures has increased dramatically in recent years. This is especially true for financial futures. The two main reasons for this phenomenon are: (1) there is a greater need for hedging against price fluctuations; and (2) financial futures trading provides speculators with the opportunity to transform favorable price developments into quick and large profits. This Article examines the recently enacted legislation governing futures trading in the Federal Republic of Germany, distinguishes the new law from the old, and analyzes the impact the new legislation will have on the functioning of the new German futures exchange.

Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr.

Washington and Lee Law Review

No abstract provided.

Destroying The Barriers Between Commercial And Investment Banking: Should Congress Repeal The Glass-Steagall Act?

Washington and Lee Law Review

No abstract provided.

"May We Have The Last Dance?" States Take Aim At Corporate Raiders And Crash The Predator's Ball

Washington and Lee Law Review

No abstract provided.