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Full-Text Articles in Securities Law

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 of China's Securities …

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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.

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Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr. Jan 2001

Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.

Faculty Scholarship

This Article starts with the recognition that the average private benefits of control vary significantly across countries. But why? The simplest explanation ascribes this variation to differences in law between jurisdictions: for example, the law of jurisdiction X could privilege controlling shareholders by allowing them to extract benefits from their corporation in the form of above-market salaries or non-pro-rata payments in connection with self-dealing transactions. But, this explanation cannot fit all cases. To illustrate, if the substantive law is essentially similar between two jurisdictions while the private benefits of control appear to be significantly different, then some other explanation must …

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Book Review, Mark J. Loewenstein Jan 2000

Book Review, Mark J. Loewenstein

Publications

No abstract provided.

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The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser Jan 1999

The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser

Oklahoma Law Review

No abstract provided.

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The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser Jan 1999

The Morality Of Insider Trading In The United States And Abroad, Ramzi Nasser

Oklahoma Law Review

No abstract provided.

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The Limited Public Offer In German And U.S. Securities Law: A Comparative Analysis Of Prospectus Act Section 2(2) And Rule 505 Of Regulation D, David B. Guenther Jan 1999

The Limited Public Offer In German And U.S. Securities Law: A Comparative Analysis Of Prospectus Act Section 2(2) And Rule 505 Of Regulation D, David B. Guenther

Michigan Journal of International Law

This Note examines the "limited circle of persons" exception in section 2(2) of the Prospectus Act in comparison to similar provisions of U.S. federal securities law, particularly Section 3(b) of the Securities Act of 1933 (the "Securities Act") and Rule 505 of Regulation D ("Rule 505"). Comparison of the Prospectus Act to U.S. securities law seems both warranted and useful. Certain aspects of German securities law are broadly modeled on U.S. precedents. U.S. securities laws reflect more than sixty-five years of experience defining (and re-defining) public and limited public offers and private placements. U.S. securities regulators have also displayed in …

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Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels Jan 1999

Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels

Michigan Journal of International Law

This article presents a summary of the regulatory systems currently in place in the world's major markets. This summary focuses primarily on the disclosure rules that must be followed by a company undertaking an equity offering in each country. Certain significant accounting standards also are discussed. After comparing the different disclosure frameworks, the article addresses efforts that have been made to regulate or standardize the world's markets on a more international level. Finally, the article discusses where we should go next in the quest to create greater harmony in a truly global marketplace.

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Prospectus Disclosure And The Role Of The Securities Commissions In Ontario And Bangladesh: A Comparative Study, Md. Anowar Zahid Jan 1999

Prospectus Disclosure And The Role Of The Securities Commissions In Ontario And Bangladesh: A Comparative Study, Md. Anowar Zahid

LLM Theses

The fundamental difference between Ontario law and Bangladesh law is that the former is based on the combination of the disclosure theory and the "blue sky" (merit review) theory while the latter is based on the disclosure theory alone. Accordingly, the Ontario Securities Commission (OSC) exercises twofold powers: it reviews the disclosures contained in a prospectus and also determines the merit of the offering. In other words, it ensures that "full, true and plain" disclosures are made in a prospectus, and at the same time it examines the offering to see whether any element jeopardizing the public interest is present …

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Outsider Trading On Confidential Information - A Breach In Search Of A Duty, Roberta S. Karmel Sep 1998

Outsider Trading On Confidential Information - A Breach In Search Of A Duty, Roberta S. Karmel

Cardozo Law Review

No abstract provided.

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Wall Street? Where We're Going We Don't Need Wall Street: Do Securities Regulators Stand A Chance In Cyberspace?, Neil D. Schwartz Jan 1998

Wall Street? Where We're Going We Don't Need Wall Street: Do Securities Regulators Stand A Chance In Cyberspace?, Neil D. Schwartz

Florida State University Journal of Transnational Law & Policy

No abstract provided.

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Securities Market And Securities Regulations In China, Fengxia Dai Jan 1997

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 …

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Securitization Of State Ownership: Chinese Securities Law, Minkang Gu, Robert C. Art Jan 1996

Securitization Of State Ownership: Chinese Securities Law, Minkang Gu, Robert C. Art

Michigan Journal of International Law

Part I of this article establishes the scope of analysis and defines the Chinese use of the term "security," which is more limited than under American law. Parts II and III briefly examine the history of Chinese securities laws and the understanding of securities by the Chinese people. Part IV focuses on the government's motivations in establishing the securities markets. Part V discusses the distinctively Chinese approach of classifying shares according to the characteristics and nationality of permitted shareholders. Part VI addresses the future development of Chinese securities markets. The conclusion reflects on the significance of western forms of securities …

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Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott Jan 1996

Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott

Faculty Scholarship

No abstract provided.

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Law And Policy Of Securities Regulation In Korea, Sang-Hyun Song Jul 1995

Law And Policy Of Securities Regulation In Korea, Sang-Hyun Song

Washington International Law Journal

This Article describes the regulation of securities in Korea, exploring in detail the Securities Exchange Act of 1962. The current system of registration, disclosure, and enforcement is explained, with special attention given to the regulation of market professionals and of international securities offerings. This Article identifies areas in which the current Korean securities laws need improvement, and concludes that laws governing disclosure and international securities transactions must be improved if the Korean stock market is to continue to grow apace with the Korean economy.

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Regulation Of Canadian Capital Markets In The 1990s: The United States In The Driver's Seat, Cally Jordan Jul 1995

Regulation Of Canadian Capital Markets In The 1990s: The United States In The Driver's Seat, Cally Jordan

Washington International Law Journal

This Article looks at the regulatory techniques that have been adopted in a small but developed market, Canada, in response to the increasing integration of the North American economy and internationalization of capital markets. One of the most comprehensive experiments has been the Multijurisdictional Disclosure System (MJDS) implemented in Canada and the United States in 1991. Based on principles of reciprocal recognition, the MJDS has in fact created greater pressures for harmonization of the two regulatory regimes and, on the Canadian side, prompted regulatory innovations which have attempted to keep Canadian markets in the global game.

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Rules On Disclosure And Enforcement In The Philippines, Eduardo De Los Angeles Jul 1995

Rules On Disclosure And Enforcement In The Philippines, Eduardo De Los Angeles

Washington International Law Journal

The Philippines modeled its first securities laws on the U.S. Uniform Sales of Securities Act, Securities Act of 1933, and the Securities Exchange Act of 1934. In terms of disclosure requirements, the early Philippine laws were more lenient than the U.S. acts, but since 1982 the Philippines has improved its disclosure requirements by implementing its Revised Securities Act. The new Act imposes more consistent reporting rules on issuers and insiders, and levies a broad range of sanctions. Nonetheless, the Revised Securities Act could be improved further by requiring fuller disclosure during registration and by toughening the insider trading provisions. Also, …

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Regulation Of The Securities Industry In Singapore, Walter Woon Jul 1995

Regulation Of The Securities Industry In Singapore, Walter Woon

Washington International Law Journal

This Article focuses on the various legal regimes governing securities regulation in Singapore, with an emphasis on the various mechanisms for enforcing anti-insider trading laws and the disclosure requirements connected with those laws. The new regulations promulgated in the wake of the Pan-Electric scandal of 1986, which sent shock waves through the Singapore stock exchange, are much more stringent than the previous ones. The authorities of the Monetary Authority of Singapore, the Securities Industry Council, and the Stock Exchange of Singapore are discussed as they pertain to insider trading, false trading and market rigging, stock market manipulation, dissemination of false …

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Insider Trading By An Issuer Under Japanese Law, Misao Tatsuta Jul 1995

Insider Trading By An Issuer Under Japanese Law, Misao Tatsuta

Washington International Law Journal

This Article explores the impact of the 1994 amendments to the Commercial Code on the Japanese Securities and Exchange Law, especially as they pertain to insider trading by stock issuers. The Article identifies limited situations, both in tender offer and public stock market contexts, in which companies may purchase their own stocks. Specifically, the Article addresses the issuer's repurchase plan, the necessary elements of disclosure, and the penalties for non-disclosure. The Article analyzes the amendments and questions their effectiveness in addressing the problem of insider trading.

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Regulatory Mechanisms Of Securities Trading In Malaysia (With Special Reference To Insider Trading), Mohd. Ishaque Qureshi Jul 1995

Regulatory Mechanisms Of Securities Trading In Malaysia (With Special Reference To Insider Trading), Mohd. Ishaque Qureshi

Washington International Law Journal

In 1993, Malaysia established a Securities Commission to make the securities markets more secure and efficient, and to better control insider trading. This Article first presents an overview of the structure of the Securities Commission and the responsibilities of the various divisions and officers. Second, it reviews the common law and statutory law on which the Commission and other government agencies must rely to regulate the securities markets.

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Securities Regulation In Thailand: Laws And Policies, Pises Sethsathira Jul 1995

Securities Regulation In Thailand: Laws And Policies, Pises Sethsathira

Washington International Law Journal

This Article provides an overview of the new regulatory structure governing capital markets in Thailand as instituted by the Securities Exchange Act of 1992 ("SEA"). Special attention is given to the rules embodied in the SEA as they affect public offerings, fraud, securities businesses, and publicly held companies. The SEA introduces several new concepts to Thai regulation of securities, and these concepts are analyzed, to the extent they can be, given the lack of experience under the new Act.

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Order From Disorder: The Development Of The Russian Securities Markets, J. Robert Brown Jr. Jan 1995

Order From Disorder: The Development Of The Russian Securities Markets, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Vasiliev's words summed up the process of legal reform of the Russian securities markets since the onset of privatization in 1992. These words amounted to stark recognition that effective and organized markets would emerge only when participants were sufficiently ready for such advancement. In many respects, this required a period of disorganization and abuse, with the abuse itself fostering an environment of reform. The Russian securities markets were abuse ridden and disorganized. No central trading markets existed. Participants operated in an environment devoid of useful information. Managers and outside shareholders had an antagonistic relationship, with constant conflict the norm. Operating …

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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 Jan 1995

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 …

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Gilding The Iron Rice Bowl: The Illusion Of Shareholder Rights In China, Matthew D. Latimer Oct 1994

Gilding The Iron Rice Bowl: The Illusion Of Shareholder Rights In China, Matthew D. Latimer

Washington Law Review

In the late 1970s, the People's Republic of China (P.R.C.) embarked upon a program of economic reform that has resulted in the issuance of equity securities in previously state-owned enterprises. with the recent advent of national stockmarkets, national securities legislation is emerging to supplement and further define prior local-level regulation. Despite these new laws, however, private investors still lack many of the protections enjoyed by investors in Western financial markets. This Comment examines these disparities and suggests that non-state investors in China's nascent financial markets still lack an effective means of overseeing the policy decisions of State-owned corporations and face …

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Hail Britannia?: Institutional Investor Behavior Under Limited Regulation, Bernard S. Black, John C. Coffee Jr. Jun 1994

Hail Britannia?: Institutional Investor Behavior Under Limited Regulation, Bernard S. Black, John C. Coffee Jr.

Michigan Law Review

The two authors of this article have been on opposite sides of this debate, but both recognize that no single explanation is complete and that other factors, such as the self-interest of fund managers, the conflicts of interest faced by institutions who want to retain corporate business, cultural forces, collective action problems, and what we can call path dependence- the difficulty of changing the structure and behavior of highly evolved and specialized institutions - have causal roles in explaining shareholder passivity. The central question in research on American corporate governance is how these forces interact to produce the characteristic …

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The French First Demand Guarantee And The Standby Credit: A Comparative Study, Muriel Charreton Jan 1994

The French First Demand Guarantee And The Standby Credit: A Comparative Study, Muriel Charreton

LLM Theses and Essays

Since World War II new security devices have evolved in both France and the United States. In France, the new device is known as the first demand guarantee. In the United States, it is called standby letter of credit. The underlying market forces which caused these devices to be developed are the same. But the label applied to the devices and the bodies of existing doctrine with respect to which they are formulated is different. In the French view, the difference between the two instruments is just a matter of different labels. But in the American view, the distinction between …

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Introduction To The Financial System And Securities & Exchange System Reform Act In Japan, Hiroshi Naka, Akio Nakamura, Atsushi Yamashita, Scott Siegler Jun 1993

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 …

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Making America Competitive, Mark J. Loewenstein Jan 1993

Making America Competitive, Mark J. Loewenstein

Publications

No abstract provided.

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The Regulation Of Insider Trading In The European Community, Manning Gilbert Warren Iii Jun 1991

The Regulation Of Insider Trading In The European Community, Manning Gilbert Warren Iii

Washington and Lee Law Review

No abstract provided.

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The Impact Of Technology On The Trading Of Securities: The Emerging Global Market And The Implications For Regulation, 24 J. Marshall L. Rev. 299 (1991), Lewis D. Solomon, Louise Corso Jan 1991

The Impact Of Technology On The Trading Of Securities: The Emerging Global Market And The Implications For Regulation, 24 J. Marshall L. Rev. 299 (1991), Lewis D. Solomon, Louise Corso

UIC Law Review

No abstract provided.

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