Securities Law Commons^™

Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein

Publications

The passage of the Williams Act in 1968 added a set of provisions to the Securities Exchange Act of 1934 to govern tender offers. In this article, Professor Loewenstein examines the antifraud provision of the Williams Act, codified as section 14(e) of the Securities Exchange Act of 1934, and the development of decisional law under it. After discussing the propriety of inferring a private cause of action from section 14(e), Professor Loewenstein argues that the judiciary's reliance on rule 10b-5 precedents to set the bounds of the 14(e) cause of action is unwarranted. He concludes: 1) that scienter should not …

Implied Contribution Under The Federal Securities Laws: A Reassessment, Mark J. Loewenstein

Publications

No abstract provided.

Closely Held Stocks—Deferral And Financing Of Estate Tax Costs Through Sections 303 And 6166, Douglas A. Kahn

Articles

The enactment of the Economic Recovery Tax Act of 1981 (hereinafter referred to as "the 1981 Act") will reduce both the impact of federal wealth transfer taxes and the number of persons still subject to them. Nevertheless, even after the 1981 Act takes full effect, a category of persons remains for whom wealth transfer taxes will constitute a meaningful burden and whose estates face a liquidity problem in satisfying the estate tax liability. The focus of this article is on two statutory techniques: redemptions of stock pursuant to section 3031 and deferral of estate tax payments under section 6166.2 These …

Implied Private Rights Of Action Under The Securities Act Of 1933 Section 17(A), Steven M. Stankewicz

University of Michigan Journal of Law Reform

This article considers the existence of a private right of action under Securities Act section 17(a). Part I examines the evolving implication doctrines, and their applicability to section 17(a).Part II discusses the need for a statutory solution and the treatment of implied rights of action under the American Law Institute's proposed Federal Securities Code.

Glass-Steagall: Some Critical Reflections, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Corruption And The Foreign Corrupt Practices Act Of 1977, Fredric Bryan Lesser

University of Michigan Journal of Law Reform

This article first discusses the business activities and competing interests which prompted congressional action. Part II analyzes the FCPA and attempts to solve the ambiguities inherent in the criminalization provisions, thereby clarifying which activities are proscribed by the FCPA and what is meant by the Act's corruption requirement. Finally, Part III examines the possibilities for multinational agreements prohibiting bribery.

Ambivalent Reflections On Regulation, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Standing Under Rule 10b-5 After Blue Chip Stamps, Michigan Law Review

Michigan Law Review

The purpose of this Note is to analyze the opinion in Blue Chip and to ascertain the content of the Birnbaum rule as it exists today. It will first discuss the opinion of the Court in Blue Chip itself and delineate the primary policy considerations upon which the majority focused. It will then apply these policy considerations to the major categories of case law that have arisen subsequent to Birnbaum and analyze the validity of this case law in light of Blue Chip.

Bank Securities Activities And The Need To Separate Trust Departments From Large Commercial Banks, Thomas J. Schoenbaum

University of Michigan Journal of Law Reform

This article (1) analyzes the traditional Glass-Steagall Act restrictions on banks and the leading case of Investment Company Institute v. Camp, where the Supreme Court held that the offering by commercial banks of commingled agency accounts violated the Glass-Steagall Act prohibition against underwriting securities, (2) considers the. developments since that decision, and (3) offers suggestions on an approach to devising solutions to the policy questions involved.

Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review

Michigan Law Review

The Securities Act of 1933 and the Securities Exchange Act of 1934 require most major corporations to disclose to investors all material information concerning company operations. Although they were not intended to regulate the conduct of business, these disclosure obligations can have a deterrent effect upon improper corporate activities. The recent revelation that a significant number of corporations have been making bribes and similar payments abroad has created interest in the feasibility of employing the disclosure requirements to curtail this practice. This Note will show that, despite recent pressures for change, the Securities and Exchange Commission has continued to view …

Private Causes Of Action Under Section 206 Of The Investment Advisers Act, Michigan Law Review

Michigan Law Review

This Note examines the propriety of implying a cause of action for damages under section 206. Upon concluding that such an implication is appropriate, it then suggests a scope for section 206 actions that implements the Act's underlying purposes.

Attorney's Responsibilities: Adversaries At The Bar Of The Sec, Roberta S. Karmel, Joseph C. Daley

Faculty Scholarship

No abstract provided.

The Extraterritorial Application Of The Federal Securities Code, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Liability For Misleading Statements Under Section 11, Ted J. Fiflis

Publications

No abstract provided.

Taking Stock Of The Court's Jurisdiction In A Sipa Liquidation, Roberta S. Karmel, Jeffery M. Weissman

Faculty Scholarship

No abstract provided.

Updating The Trust Indenture Act, Howard M. Friedman

University of Michigan Journal of Law Reform

Holders of publicly distributed debt securities are, in essence, parties to contracts of adhesion. There is no opportunity for a purchaser of a debt security to negotiate the terms of his loan to the issuer. In addition, because there are a large number of geographically scattered small lenders, each of them is placed in a particularly vulnerable position. While lenders traditionally have numerous methods of protecting their interests, creditor protection is ineffective unless responsibility for enforcement is centralized. Widely scattered security holders find it difficult to police compliance with covenants in the loan agreement and to coordinate legal action in …

Intrastate Offerings Under Rule 147, J. William Hicks

Michigan Law Review

In an effort to publicize administrative and judicial interpretations of the exemption, to protect investors, and to provide more certainty in determining the parameters of section 3(a)(ll), the SEC has adopted rule 147. This Article, in three parts, will examine that rule. Part I is devoted to an explanation of the rule; it will indicate how the rule differs from earlier interpretations of section 3(a)(ll) and discuss the problems that the rule leaves unanswered. Part II will consider the interrelationships among the various sections of the rule, as well as interpretative issues that have not yet arisen under section 3(a)(ll). …

Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review

Michigan Law Review

This Note will discuss the inquiries encompassed by the "possibility of abuse" test. It will also evaluate whether the test is properly employed only in determining that an unorthodox transaction is or is not a "purchase" or "sale" or whether the test could better be used as a threshold inquiry in all cases.

Proposed Rule 146—A Temporary Solution, Murray L. Finebaum

Buffalo Law Review

No abstract provided.

An Analysis Of Recent Proposals For Reform Of Federal Securities Legislation, William H. Painter

Michigan Law Review

Today the securities industry is in the midst of rapid change. Indeed it has been for at least the past decade, but in recent years the pace of change has increased, and its emphasis has shifted. Legislative and administrative reforms that could not have been anticipated a decade ago are likely in the near future, and it is still impossible to predict accurately the shape of the markets of tomorrow or the rules by which they will be governed. It is the purpose of this Article to focus on these recent developments, to summarize and evaluate various proposals for reform, …

Attorney's Securities Law Liabilities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Investment Banker And The Credit Regulations, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Income Tax--Capital Gains Tax--Meaning Of "More Than 80 Percent In Value Of The Outstanding Stock" Under Section 1239, Michigan Law Review

Michigan Law Review

The sale of property by a taxpayer to a corporation which he controls has been a frequently attempted method of tax reduction for more than thirty years. Such a transaction has the advantage of maintaining ownership of the property in virtually the same hands, while at the same time resulting in a substantial mitigation of tax liability. For instance, in the post-World War II period, when property values were generally increasing, a taxpayer could sell to his controlled corporation at a gain depreciable property with a basis lowered by adjustments for prior depreciation allowances. The gain was immediately taxable at …

The Expanding Jurisdiction Of The Securities And Exchange Commission: Variable Annuities And Bank Collective Investment Funds, John W. Erickson

Michigan Law Review

The Securities and Exchange Commission is presently attempting to assert jurisdiction over certain aspects of two industries traditionally exempt from federal securities regulation-insurance and banking. The SEC claims that two recently developed investment vehicles-variable annuities in the insurance field and pooled funds of managing agency accounts in the banking field-are virtually the same as mutual funds, which are subject to SEC regulation under the Investment Company Act of 1940. (A mutual fund is essentially a fund (usually in corporate form), the participants' contributions to which are collectively invested in a portfolio of securities, each participation representing a pro rata interest …

Securities Exchange Act Of 1934--Cml Remedies Based Upon Illegal Extension Of Credit In Violation Of Regulation T, Robert G. Lane

Michigan Law Review

Following the stock market crash of 1929, there was considerable agitation for the regulation, and even the elimination, of the purchasing of securities on credit. Indeed, the extension of credit for the purchasing of securities became an issue in the 1932 presidential campaign and finally, in 1934, came under direct federal control. Although the federal regulations were intended to eliminate the hazards associated with the extension of credit for the purchasing of securities, all the available evidence indicates that the substantial amount of credit in the stock market was a significant factor in pushing up prices during the bull market, …

Antitrust Laws- Judicial Relief For Violations Of Section Seven Of The Clayton Act - Disenfranchisement In United States V. E. I. Du Pont De Nemours & Co., Barbara B. Burt S. Ed.

Michigan Law Review

This comment will approach section 7 relief questions and solutions primarily in the light of du Pont's unique facts, which included a vertical stock acquisition made thirty years before the judicial proceeding plus the complicating factors of vast financial interests, numerous innocent investors and several corporate interrelationships. Thereby were posed complex problems regarding (1) parties to the relief determination, (2) interests to be affected by the decree and (3) the manner of affecting those interests.

Constitutional Law - Due Process - Retroactive Application Of Uniform Principal And Income Act, Thomas E. Kauper S.Ed.

Michigan Law Review

The trustee of a trust created prior to the 1957 enactment of the Uniform Principal and Income Act petitioned for instructions as to whether a stock dividend received by it subsequent to the passage of the act should be allocated to principal or income. The Uniform Act provides a rule for the treatment of stock dividends contrary to the judicial rule previously adopted in Wisconsin, and is expressly made applicable to trusts existing on its date of enactment. The county court, finding the act could not be constitutionally applied to trusts created prior to its enactment, ordered the allocation of …

Loss & Cowett: Blue Sky Law, Homer D. Crotty

Michigan Law Review

A Review of Blue Sky Law. By Louis Loss and Edward W. Cowett.

A New Deal For Fiduciaries' Stock Transfers, Alfred F. Conard

Michigan Law Review

For nearly one hundred years, executors and administrators have been struggling with the excessive documentation which corporations demand as a condition of recording stock transfers. For almost as long, legislatures have been passing laws in the hope-generally vain-of alleviating the burden.

In 1957, at least three states (and possibly four) opened a door through which estate representatives can emerge from their long bondage. For the first time, identical acts were passed in different states, and interstate recognition of simplification measures began. For the first time acts were passed which get to the root of the transfer agent's problem.

Securities - Inter Vivos Gifts To Minors, Stephen C. Bransdorfer S.Ed.

Michigan Law Review

A statute recently enacted in twelve states and expected to be considered by seven other states this year, authorizes a new method for making gifts of securities to minors and for administering such gifts. The statute provides: (1) that irrevocable gifts of securities may be made to minors by use of statutory registration or deed of gift forms; (2) for the creation of a new type of fiduciary termed a custodian; (3) that the custodian shall have powers and duties over the minor's securities including authority to manage, sell, reinvest the proceeds from the sale and administer the securities for …