Securities Law Commons^™

An Appeal For Revision Of The Georgia Securities Act, Michael H. Trotter, F. Dean Copeland

Georgia Law Review

THE recent revision of Georgia corporate law as now embodied in the Georgia Business Corporation Code has generated considerable interest in the possible need to revise the Georgia Securities Act [hereinafter the "Act"]. A Committee on Securities Laws of the Banking and Corporate Law Section of the State Bar of Georgia was ap- pointed to consider the need for a revision of the Act, and that Committee has now recommended that a larger committee be appointed to study and revise the Act.

The Texas Gulf Sulphur Opinion In The Appellate Court: An Open Door To Federal Control Of Corporations, Robert N. Leavell

Scholarly Works

The United States Court of Appeals for the Second Circuit has written an opinion in the Texas Gulf Sulphur case which seems to me unfortunate and in large part unnecessary. This comment is a brief statement of why I feel this to be the case.

Georgia's Remedies For Creditors Secured By Personal Property - Descent Into The Maelstrom, D. M. G.

Georgia Law Review

Exploration of procedures for enforcing security interests in personalty under Georgia law is a study in confusion. in the past there were five basic remedies available to secured creditors in Georgia-common law repossession, statutory trover execution and levy at law, equitable remedies, and action on the debt. In 1964 the Uniform Commercial Code became effective in Georgia. Article 9, Part 5, of the Uniform Commercial Code provides for enforcement of security interests in personalty through a comprehensive system of remedies including repossession, public and private sale, action on the debt, and equitable remedies. In some instances the Code duplicates the …

Corporate Finance Under The Georgia Business Corporation Code Of 1968, Pasco M. Bowman, Ii

Georgia Law Review

T HIS Article will review the financial provisions of the new Georgia Business Corporation Code (B.C.C.), which will become effective April 1, 1969. On that date, the Code will automatically apply to virtually all existing domestic business corporations, other than banks, trust companies, railroads and the several other types of corporations which obtain their charters from the Secretary of State. Existing domestic insurance companies will be subject to the B.C.C. to the same extent as they are now subject to the present general corporation law.0 The B.C.C. is only one part of a comprehensive revision and restatement of Georgia's corporation …

Barchris: A Revaluation Of Prospectus Liability?, Dom H. Wyant, Robert W. Smith

Georgia Law Review

THE decision of District Court Judge McLean in Escott v. Bar- Chris Construction Corp.' is a landmark decision. The case does not enunciate any new and startling legal concepts, for practitioners in the area of registration of publicly-held securities have been long aware of the potential statutory liabilities contained in section 11 of the Securities Act of 1933. But the text of section 11 was analogous to the book of a play that had not yet been read on stage. The hapless defendants in BarChris provided the cast, and a highly readable and well-reasoned opinion by Judge McLean breathed meaning …

The Texas Gulf Sulphur Opinion In The Appellate Court: An Open Door To Federal Control Of Corporations, Robert N. Leavell

Georgia Law Review

THE United States Court of Appeals for the Second Circuit has written an opinion in the Texas Gulf Sulphur case which seems to me unfortunate and in large part unnecessary. This comment is a brief statement of why I feel this to be the case.

The decision has received much attention in the press and among the public generally, but for the wrong reasons. It seems difficult to believe that a lawyer who has kept abreast of developments in this area would have said the insiders involved could go ahead and trade as they did without disclosing what they knew …

False And Misleading Proxy Statements, J. B. B.

Georgia Law Review

Congress passed the Securities Exchange Act of 1934 in recognition of the need for governmental regulation to protect investors and security holders from fraudulent and deceptive practices occurring in the securities markets. The 1934 Act expressly attaches civil and criminal liability to violations of certain provisions. The Act also contains provisions which simply prohibit particular conduct. Courts have indicated, however, that these prohibition sections and the Securities and Exchange Commission (SEC) Rules issued thereunder imply civil liability for their violation.