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University of Michigan Law School

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Articles 301 - 330 of 698

Full-Text Articles in Securities Law

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch Jan 1974

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch

University of Michigan Journal of Law Reform

The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …

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Intrastate Offerings Under Rule 147, J. William Hicks Jan 1974

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). …

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Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review Jan 1974

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.

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Tender Offers For Corporate Control, Martin Lipton Dec 1973

Tender Offers For Corporate Control, Martin Lipton

Michigan Law Review

A Review of Tender Offers for Corporate Control by Edward Ross Aranow and Herbert A. Einhorn

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An Analysis Of Recent Proposals For Reform Of Federal Securities Legislation, William H. Painter Aug 1973

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, …

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Res Judicata In The Derivative Action: Adequacy Of Representation And The Inadequate Plaintiff, Michigan Law Review Apr 1973

Res Judicata In The Derivative Action: Adequacy Of Representation And The Inadequate Plaintiff, Michigan Law Review

Michigan Law Review

It is the purpose of this Note to examine the adequacy of representation in a derivative suit and to consider the appropriateness of applying res judicata to foreclose the corporate cause of action. Discussion will focus on the following areas: (1) the problem of the inadequate plaintiff; (2) the efficacy of judicially created devices designed to ensure the adequacy of representation; and, (3) the feasibility of partially exempting the derivative cause of action from the operation of res judicata.

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Securities Law--Prospectus Must Reflect Developments Subsequent To Effective Date Of Registration Statement To Meet Requirements Of Section 10(A) Of Securities Act Of 1933--Sec V. Manor Nursing Centers, Inc.*, Michigan Law Review Jan 1973

Securities Law--Prospectus Must Reflect Developments Subsequent To Effective Date Of Registration Statement To Meet Requirements Of Section 10(A) Of Securities Act Of 1933--Sec V. Manor Nursing Centers, Inc.*, Michigan Law Review

Michigan Law Review

Manor Nursing Centers, Inc., made a public offering of 450,000 shares of its common stock at a price of ten dollars per share. Under the provisions of the Securities Act of 1933, a registration statement containing a prospectus was filed with the Securities and Exchange Commission. These documents represented that the offering would be on a best efforts, "all-or-nothing" basis-that is, if all the 450,000 shares were not sold by a specified selling deadline, the proceeds of any sales would be returned to subscribers. The prospectus stated that subscribers' funds would be segregated in an escrow account and that arrangements …

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Shareholder Derivative Actions: A Modest Proposal To Revise Federal Rule 23.1, Robert A. Kessler Jan 1973

Shareholder Derivative Actions: A Modest Proposal To Revise Federal Rule 23.1, Robert A. Kessler

University of Michigan Journal of Law Reform

The purpose of this article is to suggest the addition of two words, "if necessary"-or better yet, the phrase "if necessary under the law of the forum state"-to clause (1) of Federal Rule of Civil Procedure 23.1. This Rule sets forth the requirements for a shareholder's derivative action in the federal courts.

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Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell Jan 1973

Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell

University of Michigan Journal of Law Reform

Limited partners have long been admonished to scrutinize potential investments; this advice is often ignored, however, by investors eager to reap quick profits. Furthermore, the proliferation of limited partnership interests in a single enterprise diffuses the focus of investor vigilance and increases the potential for undetected abuses. Thus a need for regulation, either governmental or private, has developed. Currently the Uniform Limited Partnership Act and blue sky laws provide some control of limited partnership abuses at the state level. On the interstate level, the Midwest Securities Commissioners Association, the National Association of Securities Dealers, and the Securities and Exchange Commission …

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Stockholder's Derivative Actions By Holders Of Convertible Debentures, Robert A. Malstrom Jan 1973

Stockholder's Derivative Actions By Holders Of Convertible Debentures, Robert A. Malstrom

University of Michigan Journal of Law Reform

This article focuses on Federal Rule of Civil Procedure 23.1. That rule provides a particularly convenient vehicle for discussing the protective limitations which prevent abuse of the derivative action. Analogous protective limitations exist in the statutory or case law of most jurisdictions, therefore the discussion here applies equally to actions brought in the courts of many states. Moreover, the economic and public policy arguments presented are applicable to actions in both federal and state courts.

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Warrants In Bond-Warrant Units: A Survey And Assessment, Henry B. Reiling Aug 1972

Warrants In Bond-Warrant Units: A Survey And Assessment, Henry B. Reiling

Michigan Law Review

This Article surveys the warrant in the context of a bond-warrant unit (the typical medium of issuance), and in four main subdivisions assesses (I) the warrant's role in corporate finance, and several major implications and features of its use today for (II) shareholders of the prospective issuer, (III) warrant holder, and (IV) issuer. The present status of the warrant as a highly significant mode of financing requires that particular attention be given to the justification for the issuance of warrants in the light of earlier authoritative criticism, and to the tax consequences and concepts now attending their use. Fortunately, several …

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Duties Of The Independent Director In Open-End Mutual Funds, Michigan Law Review Mar 1972

Duties Of The Independent Director In Open-End Mutual Funds, Michigan Law Review

Michigan Law Review

This Comment will analyze the role of independent directors in open-end mutual funds. It will consider the potential impact of recent decisions and statutory amendments and explore the possibilities of a more significant role for such directors. The discussion will focus on the following aspects of the directors' role: (1) the duty to review contractual arrangements between the fund and the external adviser; (2) the duty to serve as a "watchdog" over fund policy, brokerage allocation on portfolio transactions, and miscellaneous fund operations; and (3) the responsibilities upon the sale or merger of the investment adviser. In order to appreciate …

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Baruch: Wall Street: Security Risk, Lewis D. Lowenfels Jan 1972

Baruch: Wall Street: Security Risk, Lewis D. Lowenfels

Michigan Law Review

A Review of Wall Street: Security Risk by Hurd Baruch

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Federal Income Taxation--Section 165 (C) Loss Allowed For Securities Loaned To Brokerage Firm That Subsequently Became Insolvent And Sold The Securities To Meet The Claims Of Creditors--Stahl V. United States, Michigan Law Review Dec 1971

Federal Income Taxation--Section 165 (C) Loss Allowed For Securities Loaned To Brokerage Firm That Subsequently Became Insolvent And Sold The Securities To Meet The Claims Of Creditors--Stahl V. United States, Michigan Law Review

Michigan Law Review

It is frequently said that there are only two certainties in life: death and taxes. The Court of Appeals for the District of Columbia Circuit recently upheld a district court decision that considerably eased the latter burden for plaintiff-taxpayer in Stahl v. United States. On April 12, 1962, Mrs. Stahl, a widowed musician and music teacher, reached an agreement with Balough & Company (Balough), a Washington securities firm, under which she was to surrender to it control of securities with a market value of approximately $210,000. Balough used the securities to meet the minimum capital requirements for brokerage firms established …

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Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns Jan 1971

Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns

University of Michigan Journal of Law Reform

In order to facilitate venture capital financing, corporations rely upon the private offering exemption from the registration and prospectus requirements of the Securities Act of 1933. In an attempt to prevent this exemption from serving as a conduit for the flow of securities into the public securities markets, the Securities and Exchange Commission (SEC) has proposed new rules regulating the resale of securities purchased in a private offering. These proposals would alter, among other things, the existing holding period, sales limitation, and financial information requirements. This article will examine the impact of the proposed *rules on venture capital financing of …

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The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz Jan 1971

The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz

Michigan Law Review

Proxy contests are generally fought for control of a corporation. The rules governing this form of corporate combat seek to provide shareholders with adequate information about the rival forces for control so that they can intelligently choose between them. The information furnished in proxy materials and discussions at annual meetings have traditionally been devoted almost entirely to subjects such as finance, production, acquisitions, and the like.

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Securities Regulation--Damages--The Possibility Of Punitive Damages As A Remedy For A Violation Of Rule 10b-5, Michigan Law Review Aug 1970

Securities Regulation--Damages--The Possibility Of Punitive Damages As A Remedy For A Violation Of Rule 10b-5, Michigan Law Review

Michigan Law Review

Several lower federal courts have recently been faced with this issue and have reached conflicting results in their attempts to resolve it. This Note will examine both the problems of statutory interpretation and the policy considerations that are involved in deciding whether punitive damages should be awarded in civil actions based on violations of rule I0b-5.

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Financial Statement Insurance: A New Approach To Ivestor Protection, Stephen Z. Surridge Apr 1969

Financial Statement Insurance: A New Approach To Ivestor Protection, Stephen Z. Surridge

University of Michigan Journal of Law Reform

The accounting profession rapidly is moving toward a crisis in liability. Members of the investing public are suing accountants with mounting frequency and success. This article will analyze briefly the origin and present dimensions of the crisis, and then propose a plan for replacing court-imposed liability with insured liability through the offering of financial statement insurance. The essentials of the plan can be simply stated. Insurance would be offered by accountants to investors on a voluntary basis in conjunction with purchases and sales of corporate stock and securities. Individual investors would be able to purchase from the auditors of a …

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Jennings & Marsh, Jr: Securities Regulation: Cases And Materials (2d Ed.), Homer Kripke Apr 1969

Jennings & Marsh, Jr: Securities Regulation: Cases And Materials (2d Ed.), Homer Kripke

Michigan Law Review

A Review of Securities Regulation: Cases and Materials (2d ed.) by Richard W. Jennings and Harold Marsh, Jr.

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Manne: Insider Trading And The Stock Market, Harold Marsh Jr. Apr 1968

Manne: Insider Trading And The Stock Market, Harold Marsh Jr.

Michigan Law Review

A Review of Insider Trading and the Stock Market by Henry G. Manne

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Israels And Guttman: Modern Securities Transfers, Berto Rogers Feb 1968

Israels And Guttman: Modern Securities Transfers, Berto Rogers

Michigan Law Review

A Review of Modern Securities Transfers by Carolos L. Israels and Egon Guttman

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Income Tax--Capital Gains Tax--Meaning Of "More Than 80 Percent In Value Of The Outstanding Stock" Under Section 1239, Michigan Law Review Jan 1968

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 …

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Investment Advice And The Fraud Rules, Robert N. Leavell Jun 1967

Investment Advice And The Fraud Rules, Robert N. Leavell

Michigan Law Review

Every day thousands of Americans are assaulted by mail, telephone, and personal contact with advice on how to invest their money for capital gains, often with dazzling reminders of the opportunity for great profits. If the advice is good, they may indeed one day have their treasure ship which will send their children to college or provide a round-the-world trip after retirement. If the advice is bad, they will of course learn by experience. But many of them will have to apply their lesson to a second inheritance or twenty years' savings. The quality of investment advice is therefore a …

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Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost Mar 1967

Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost

Michigan Law Review

On April 16, 1964, the Texas Gulf Sulphur Company announced one of the most significant mineral discoveries of the twentieth century-a major copper and zinc deposit near Timmins, Ontario, found by means of geophysical exploration and exploratory drilling. Unusual market activity prior to this announcement prompted a Securities Exchange Commission (SEC) investigation of insider stock transactions. In April 1965, the SEC brought suit against a group of Texas Gulf insiders, alleging that their purchase of stock on national exchanges before the disclosure of the information concerning the Timmins strike constituted a violation of section 10(b) of the Securities Exchange Act …

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Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review Jan 1967

Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review

Michigan Law Review

The court in the principal case conceded that, as a matter of economic reality, the prospectus (which contained the alleged misstatement) affects, because of its wide circulation, the value of the shares outstanding at the time it is distributed, as well as that of the new issue which is the subject of the registration statement. Indeed, financial institutions, market experts, brokers, and dealers digest and analyze the prospectus, and their opinions inevitably affect market values of all outstanding stock. However, in light of the act's legislative history, its general scheme of regulation, and the language contained in its other provisions, …

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Securities-Stocklist Authorizations-Solicitation Of Stocklist Authorizations Is Within The Proxy Regulations Of The Securities Exchange Act-Studebaker--Corp. V. Gittlin, Michigan Law Review Jan 1967

Securities-Stocklist Authorizations-Solicitation Of Stocklist Authorizations Is Within The Proxy Regulations Of The Securities Exchange Act-Studebaker--Corp. V. Gittlin, Michigan Law Review

Michigan Law Review

Gittlin, a shareholder of the Studebaker Corporation, planned to solicit proxies for the election of directors in opposition to the existing management. As an initial step in the implementation of this plan, he sought to obtain a stockholder's list and accordingly initiated proceedings in a New York court under section 1315(a) of the New York Business Corporation Law which grants a right of access to a shareholder who has obtained authorizations in writing from the holders of at least five per cent of the outstanding shares of the corporation. In order to meet the five per cent requirement, Gittlin had …

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Mutual Funds-Trusts And Trustees-Capital Gains Distributions From Mutual Funds: Income Or Principal?, Michigan Law Review Jan 1967

Mutual Funds-Trusts And Trustees-Capital Gains Distributions From Mutual Funds: Income Or Principal?, Michigan Law Review

Michigan Law Review

The growing prevalence of mutual fund shares in the assets of small and medium-sized estates has made the problem of allocating capital gains distributions between income and principal a matter of great concern to the trustees of such estates. A "capital gains" distribution represents a gain resulting from the profitable sale of securities held by the mutual fund. The uncertain state of the law regarding capital gains distributions from mutual funds presents a serious dilemma to the trustee: if he distributes the capital gains to the life beneficiary, the remainderman may claim that such distributions represent a partial liquidation of …

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Article Eight: A Premise And Three Problems, Ernest L. Folk Iii Jan 1967

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.

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Actions On Commercial Paper: Holder's Procedural Advantages Under Article Three, Stanley V. Kinyon Jan 1967

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)); …

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Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney Dec 1966

Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney

Michigan Law Review

The fiduciary role in which corporate insiders are cast in their dealings with, or affecting, their corporations embraces a multitude of parts. Hence the range of restrictions on their conduct varies from inhibitions as rigorous as those imposed on express trustees to limitations almost as flexible as those governing arm's length dealings among strangers. As has often been pointed out, the characterization of a corporate officer, a director, or a person controlling the corporation as a "fiduciary" does not define his status with precision; rather, it sets a tone to his role and suggests the existence of obligations and of …

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