Securities Law Commons^™

A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin

Michigan Law Review

The literature on private ordering systems has expanded exponentially over the last decade. Yet, very few scholars have actually attempted to define the term "private ordering" - a failure that sometimes leads to confusion. Some scholars identify private ordering with non-state ordering. According to this view, the private legal systems Robert Ellickson, Lisa Bernstein, McMillan & Woodruff, Mark West, and others have investigated are "private" simply because their norms are not manufactured or enforced by the state. The alternative view emphasizes the decentralized feature of private ordering systems. Robert Ellickson, for example, studied "how people manage to interact to mutual …

Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle

Washington and Lee Law Review

No abstract provided.

Risky Business: Htas, The Cash Forward Exclusion And Top Of Iowa Cooperative V. Schewe, Charles F. Reid

Villanova Law Review (1956 - )

No abstract provided.

Private Ordering At The World's First Futures Exchange, Mark D. West

Michigan Law Review

Modern derivative securities - financial instruments whose value is linked to or "derived" from some other asset - are often sophisticated, complex, and subject to a variety of rules and regulations. The same is true of the derivative instruments traded at the world's first organized futures exchange, the Dojima Rice Exchange in Osaka, Japan, where trade flourished for nearly 300 years, from the late seventeenth century until shortly before World War II. This Article analyzes Dojima's organization, efficiency, and amalgam of legal and extralegal rules. In doing so, it contributes to a growing body of literature on commercial self-regulation while …

Rethinking Statutory Antiwaiver Provisions Following The Lloyd's Of London Litigation, Mark J. Loewenstein

Publications

In the Lloyd's of London cases, the United States Courts of Appeals upheld certain forum-selection clauses that effectually deprived investors of the protections of the federal securities laws as if the investors had expressly waived those protections. This article examines statutory antiwaiver provisions in light of the Lloyd's cases, exploring the effect those provisions have on the administration of the federal securities laws, and suggests that the law be amended to allow contractual waiver in certain circumstances.

Notary Bonds And Insurance: Increasing The Protection For Consumers And Notaries, 31 J. Marshall L. Rev. 839 (1998), Michael J. Osty

UIC Law Review

No abstract provided.

The Scienter Requirement And Wash Trading In Commodity Futures: The Knowledge Lost In Knowing, Charles R.P. Pouncy

Cardozo Law Review

On September 1, 1990, the Commodity Futures Trading Commission ("CFTC" or "Commission") issued a complaint and notice of hearing in which it alleged, inter alia, that on over sixty occasions during the period of June 23, 1987 through September 17, 1987, brokers on New York City's Coffee, Sugar, and Cocoa Exchange had executed wash trades on behalf of a number of Japanese foreign brokers. Wash trading, which is prohibited by section 4c of the Commodity Exchange Act ("the Act"), consists of the simultaneous purchase and sale of the same number of futures contracts at the same or very similar …

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 …

Freedom Of Contract: The Trojan Horse Of Rule 10b-5, Margaret V. Sachs

Washington and Lee Law Review

No abstract provided.

Anderson Chemical V. Portals Water Treatment: Ensuring An Inherent Risk Of Business, Adrian Bradley Dozier Jr.

Mercer Law Review

In Anderson Chemical v. Portals Water Treatment, the United States District Court for the Middle District of Georgia addressed 'the issue of whether a document executed between two corporations regarding a proposed stock purchase merger and acquisition agreement constituted a binding contract for the sale of securities or a non-binding letter of intent. Specifically, the court addressed a scenario in which a proposed purchaser of securities in an alleged stock purchase agreement made certain oral representations that directly contradicted limiting language in a document executed between the proposed seller and purchaser. The seller then acted in reliance upon the …

Nonconsensual Repeal Of Third-Party Beneficiary Contract Rights: Senior Creditors Under Subordination Agreements, Jessica A. Hauser

Cardozo Law Review

No abstract provided.

Book Review Of Passion: An Essay On Personality , Richard F. Devlin Frsc

Articles, Book Chapters, & Popular Press

Passion is a cogently structured, compel Jingly argued and seductively enthralling masterpiece which, in years to come, will undoubtedly stand out as an inspirational source for many who seek social transformation. Unger's style, in this essay at least, is lucid and inviting. Substantively, Passion demonstrates not only the depth of his penetrating intellect but also his command of an array of' disciplines. Unger's polymathy is all the more impressive when we remember that ours is an era in which idiosyncratic specialization is the norm.

Landreth Timber Co. V. Landreth, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton Jr.

Cardozo Law Review

No abstract provided.

Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs

Faculty Works

Since 1970, there has been an epidemic of state regulatory activity con­cerning the sale of franchises and business opportunities. In addition to those states which actually have adopted franchise regulation statutes, several state legislatures currently are considering pending legislation. Undoubtedly, other states, including Missouri, soon will have the opportunity to protect their un­suspecting citizens from the risks believed to be inherent in the franchising industry.

Nor has the franchising business gone unnoticed by the federal govern­ment. On December 21, 1978, the Federal Trade Commission (FTC) published its rule 436, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures." …

Definition Of A Security: Risk Capital And Investment Contracts In Washington, Michael E. Stevenson, John J. O'Leary, Iii

Seattle University Law Review

The addition of the risk capital definition to Washington's securities law will expand regulation to many transactions that in the past were excluded. Although its full application is unforeseeable, the risk capital definition should apply to financing arrangements in the formation of clubs, associations, and cooperatives. Practitioners must be keenly aware that ventures not traditionally defined within Washington's securities regulations many now fall under the risk capital definition of a security.

Federal Courts - Use Of Mandamus To Compel Adjudication Of A Claim Within Exclusive Federal Jurisdiction, Glenn S. Goldstein

Villanova Law Review (1956 - )

No abstract provided.

A Definition Of "Investment Contracts" And Equitable Defenses To Suit For Rescission For Nonregistration Under The Arkansas Securities Act, Anne P. Ritchey

University of Arkansas at Little Rock Law Review

No abstract provided.

Merrill Lynch, Pierce, Fenner & Smith V. Ware, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Scherk V. Alberto-Culver Co., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Article Eight: A Premise And Three Problems, Ernest L. Folk Iii

Michigan Law Review

This essay concerns itself with a basic premise and three problems concerning investment securities under Article Eight of the Uniform Commercial Code (Code). Although some amount of relevant exposition is necessary to make the arguments intelligible, general familiarity with the essentials of the Code's treatment of investment securities is assumed.

Actions On Commercial Paper: Holder's Procedural Advantages Under Article Three, Stanley V. Kinyon

Michigan Law Review

The discussion will also be concerned primarily with the usual action "on the instrument": an action by the holder to enforce payment by a person who has signed it as maker, acceptor, certifier, drawer, indorser, or guarantor and has thus become "liable on" it. These instruments, of course, may be involved in other types of actions, such as: an action for conversion of the instrument (section 3-419); an action to recover damages for breach of the warranties of a collector or transferor (sections 3-417 and 4-207); an action to compel indorsement (section 3-201); an action to enjoin payment (section 5-114(2)(b)); …

Notable Legislation Of 1962, Harry L. Snead Jr.

University of Richmond Law Review

Unless otherwise indicated, the statutes and amendments noted below will be effective on June 29, 1962. All code refer- ences are to the 1950 Code of Virginia.

Creditors' Rights And Security Transactions -- 1960 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving mechanic's liens were decided during the period under survey. Rowland v. Lowe' presented the question of the validity of a material men's lien against the owner of land subject to a contract of sale which required the purchaser to erect improvements on the land. In order to protect the vendor's lien, which was to be retained in the deed, the contract provided:

"The purchaser obligates himself to pay all sums for labor and materials in the construction of the improvements on said lot, and in no event shall there be any lien on the lot of ground …

Book Reviews, Willard L. Boyd, Robert Meisenholder, Robert H. Skilton, Charles Seligson, Allan F. Smith, Charles L. B. Lowndes, Elvin E. Overton, Julio Cueto-Rua, W. Paul Gormley, John J. Yeager, James A. Rahl, Carl H. Fulda

Journal of Legal Education

No abstract provided.

Stockholder Votes Motivated By Adverse Interest: The Attack And The Defense, Earl Sneed

Michigan Law Review

It is the purpose of this article to study stockholder votes motivated by adverse interest from the standpoint of the attack and the defense. First, the remedies available to the complaining minority are examined. Then follows a study of the indicia of adverse interest in specific shareholder actions. Knowledge of the nature and import of these indicia should enable the careful lawyer to avoid or defeat the charge that unconscionable adverse interest vitiated the result of a stockholder vote.

Business Associations -- 1957 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Very little happened in the field of Business Associations during the survey period. The General Assembly enacted one fairly important set of amendments to the Securities Law, and the Tennessee appellate courts handed down two or three decisions which in a large part merely reiterated principles of corporation law already well-established in this state.

Amendments to the Securities Law Broadening Grounds for Refusing or Revoking Registration of Securities: The Securities Law of 1955 among other things set up a procedure for the registration of securities intended for sale and gave the Commissioner of Insurance and Banking authority to investigate the …

Two-Contract Analysis May Imperil Stock Option Plans, James F. Ward

Michigan Law Review

Stock option plans generally have withstood judicial scrutiny where they have complied with the requirements developed to control the operation of this type of arrangement. It would seem, therefore, that the future of stock options is secure against even the most critical court review-that nothing in the nature of the stock option arrangement would render it vulnerable to a general attack. The writer believes that complacency in this assumption is not now advisable. Recently a view (from a respectable authority) has been introduced unnoticed into this area, and may have gained the acceptance accorded to an unsuspected imposter. This view, …

Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.

Michigan Law Review

Basset and Company, an Oklahoma corporation, issued stock to defendant for which defendant never paid. The sum due was carried on the corporate books as "subscriptions receivable." The corporation became bankrupt and the trustee brought suit in the federal district court to recover the amount due on the subscriptions. Held, judgment for the defendant. Under the Oklahoma Constitution, where stock is issued for consideration which is less than par value, the issue is void. The stock certificate cannot serve as a consideration to support the would-be stockholder's promise to pay for the stock, and no liability attaches to the …

Labor Law - Lmra - Stock Purchase Plan As Subject Of Compulsory Collective Bargaining, Edward W. Powers

Michigan Law Review

An employer unilaterally instituted a stock purchase plan, membership in which was voluntary and open to regular employees who had at least one year of service and were at least thirty years of age. Members, through authorized payroll deductions, were to contribute monthly not less than five dollars but not more than five percent of their earnings. The employer contributed monthly an amount equal to fifty percent of each member contribution and annually an amount dependent upon the ratio of profits to invested capital, up to a combined total of seventy-five percent of the members' contributions. Member contributions were kept …