Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Hedge funds (3)
- Investment advisers (3)
- Mutual funds (3)
- Audits and auditors (2)
- Financial services providers (2)
-
- Advisers Act (1)
- Alternative funds (1)
- Arbitration (1)
- Arbitration case study (1)
- Arbitrator pools (1)
- Arbitrators (1)
- Bankruptcy (1)
- Broker-dealer duties (1)
- Chat-rooms (1)
- Commodity Exchange Act (1)
- Common stock (1)
- Consumer Protection Act (1)
- Corporate governance (1)
- Crowdfunding (1)
- Cryptocurrency (1)
- Digital Commodities (1)
- Diverse arbitrators (1)
- Diversity of arbitrators (1)
- Dodd-Frank (1)
- ERISA (1)
- Employee Retirement Income Security Act (1)
- Enforcement (1)
- FINRA arbitration (1)
- Fiduciary rule (1)
- Fraud Deterrence (1)
- Publication Year
- Publication
- Publication Type
Articles 61 - 74 of 74
Full-Text Articles in Securities Law
Securities Regulation And Freedom Of The Press: Toward A Marketplace Of Ideas In The Marketplace Of Investment, Donald E. Lively
Securities Regulation And Freedom Of The Press: Toward A Marketplace Of Ideas In The Marketplace Of Investment, Donald E. Lively
Washington Law Review
Federal regulation of securities traditionally, and almost unquestioningly, has included regulation of the press. Central to governance of the investment marketplace are systems of prior restraint and mandatory disclosure premised upon investor protection but antithetical to first amendment principles. The constitutionality of those systems largely has been uncontested. Since commercial speech has emerged as a protected form of expression, however, it is fitting to assess the compatibility of securities regulation with the first amendment.
Securities Regulation And Freedom Of The Press: Toward A Marketplace Of Ideas In The Marketplace Of Investment, Donald E. Lively
Securities Regulation And Freedom Of The Press: Toward A Marketplace Of Ideas In The Marketplace Of Investment, Donald E. Lively
Washington Law Review
Federal regulation of securities traditionally, and almost unquestioningly, has included regulation of the press. Central to governance of the investment marketplace are systems of prior restraint and mandatory disclosure premised upon investor protection but antithetical to first amendment principles. The constitutionality of those systems largely has been uncontested. Since commercial speech has emerged as a protected form of expression, however, it is fitting to assess the compatibility of securities regulation with the first amendment.
Compromise Merit Review—A Proposal For Both Sides Of The Debate, Gregory Gorder
Compromise Merit Review—A Proposal For Both Sides Of The Debate, Gregory Gorder
Washington Law Review
As is the case with many facets of modem life, government is involved in regulating the primary securities markets. Both federal and state laws require registration of initial securities offerings. Federal registration is procedural in nature, requiring full disclosure. State registiation, on the other hand, usually includes "merit review" of proposed securities offerings; state administrators typically may deny registration of a security if the offering would not be fair, just, and equitable or would be unreasonable in certain respects. This Comment analyzes the advantages and disadvantages of merit review, specifically the discretionary power reposed in the state administrator, and proposes …
Short-Swing Profiles In Failed Takeover Bids—The Role Of Section 16(B), Donna Darm
Short-Swing Profiles In Failed Takeover Bids—The Role Of Section 16(B), Donna Darm
Washington Law Review
This Comment examines the scope of section 16(b) liability for the unsuccessful takeover bidder. It then develops two possible analyses by which the courts might exempt the takeover bidder from section 16(b)'s provisions. Alternatively, it recommends that if the courts do not exonerate takeover bidders, they should at least allow a less harsh calculation of profit.
The Ninth Circuit's Requirement Of Notice To Targets Of Third Party Subpoenas In Sec Investigations—A Remedy Without A Right—Jerry T. O'Brien, Inc. V. Sec, 704 F.2d 1065 (9th Cir. 1983), Rev'd, No. 83-751, Slip Op. (U.S. June 18, 1984), Judith Bellamy Peck
Washington Law Review
The threat of civil, criminal, or administrative sanctions is, of course, the greatest risk faced by a subject of an SEC investigation. However, regardless of the investigatee's guilt or innocence, an investigation poses other hazards, especially damage to business reputation. SEC investigatees traditionally have had virtually no protection against the economic risks that accompany the investigative process. These risks have been seen as the unavoidable cost of pursuing a regulated activity. This Note examines generally the economic interests of SEC investigatees and reviews prior judicial treatment of these interests. The Note then analyzes the O'Brien decision, focusing on the court's …
Securities Fraud Under The Blue Sky Of Washington, Sally H. Clarke
Securities Fraud Under The Blue Sky Of Washington, Sally H. Clarke
Washington Law Review
In the past, federal courts have been the primary forums for securities fraud litigation because they exercise exclusive jurisdiction over claims under the Securities Exchange Act of 1934, and have expansively interpreted the antifraud provisions of that Act. Recent developments, however, suggest that state courts may provide a more attractive forum for plaintiffs seeking relief from securities fraud in Washington. Relevant considerations include recent United States Supreme Court decisions limiting the scope of civil liability under the 1934 Act, increasing congestion and delay in federal courts, recent amendments expanding the coverage of the civil liability provision of the Securities Act …
Federal Securities Law—Fraud—Supreme Court Affirmation Of The Birnbaum Rule—Blue Chip Stamps V. Manor Drug Stores, 421 U.S. 723 (1975), Douglass A. North
Federal Securities Law—Fraud—Supreme Court Affirmation Of The Birnbaum Rule—Blue Chip Stamps V. Manor Drug Stores, 421 U.S. 723 (1975), Douglass A. North
Washington Law Review
This note will examine the historical background and development of the Birnbaum rule and will consider the Supreme Court's reasoning in its first examination of that rule. Taking the position that the Birnbaum rule is generally a useful one, this note nevertheless suggests that the rule should be applied more flexibly in the future in order to achieve its twin objectives of admitting valid claims and excluding nuisance suits. Particularly questioned will be the Court's failure to delineate and consider separately the validity of the substantive portion of the Birnbaum rule; the Court's wholehearted acceptance of the rule, which casts …
Securities Regulation—Private Offering Exemption: Sec Proposed Rule 146, S. M. L.
Securities Regulation—Private Offering Exemption: Sec Proposed Rule 146, S. M. L.
Washington Law Review
This note will examine the present ambit of the private offering exemption, consider proposed amendments to it and propose changes to clarify its application.
Section 11 Of The Securities Act—A Proposal For Allocating Liability, John R. Allison
Section 11 Of The Securities Act—A Proposal For Allocating Liability, John R. Allison
Washington Law Review
Section 11 gives each non-issuer participant a right to recover contribution from the other participants subject to liability. This comment will show how the right to contribution may be used to make the consequences of participating in registration more predictable, by limiting a non-issuer participant's potential liability to the consequences of his own carelessness. Part I will review briefly the registration requirement, which determines the incidence of section 11 liability. Part I will then discuss the section 11 cause of action, and demonstrate the importance and function of the right to recover contribution. Finally, Part III will analyze the right …
Disputed Uses Of Debt By Subchapter S Corporations, Anon
Disputed Uses Of Debt By Subchapter S Corporations, Anon
Washington Law Review
There has been considerable controversy over interpretation of the requirement that there be only one class of stock in a subchapter S corporation. It is a simple matter to draft instruments which conform literally with the statutory requirement. However, in certain situations, typically involving ostensible debt instruments, the Commissioner has challenged the formal designation, arguing that the facts indicate that for tax purposes there are at least two classes of stock. This Note will examine, primarily in relation to the one class requirement, the question whether for tax purposes a given instrument is to be treated as debt or stock. …
The Rights Of Corporate Creditors Upon Unpaid And Watered Stock Subscriptions, Jane Sue Abernethy
The Rights Of Corporate Creditors Upon Unpaid And Watered Stock Subscriptions, Jane Sue Abernethy
Washington Law Review
There is a marked distinction between the purpose of an action instituted by a corporation while it is a going concern to recover unpaid subscriptions, and such an action instituted by a creditor or receiver after insolvency. In the former, the primary object is to collect money to further the business and purposes of the corporation and to continue it as a going concern. The corporation, but not a creditor, may proceed against any shareholder who has not paid for his stock in full, to recover the balance, whether or not such balance is necessary to pay the obligations of …
A Review Of The Securities Act Of 1933, Charles T. Donworth
A Review Of The Securities Act Of 1933, Charles T. Donworth
Washington Law Review
Except in the case of securities exempt from the provisions of the Act (which will be discussed later), the Act (Section 5) makes it unlawful to use the instrumentalities of interstate commerce or of the mails to sell or offer to buy a security or to transport a security for the purpose of sale or delivery after sale unless a registration statment is in effect. It is also made unlawful to use such instrumentalities to transmit a prospectus relating to any registered security unless the prospectus meets the requirements of Section 10, or to transport a security for the purpose …
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Washington Law Review
The following drafts of the Uniform Business Corporation Act and the Uniform Stock Transfer Act, submitted by a committee appointed for the revision of the corporation laws of the State of Washington, received the unanimous approval of the Washington State Bar Association at its last annual meeting, both in round table and general session.
No-Par Stock And Its Effect On Washington Law, Jeffrey Heiman
No-Par Stock And Its Effect On Washington Law, Jeffrey Heiman
Washington Law Review
In 1912 the New York Legislature passed the first statute authorizing the organization of corporations in New York with stock of no-par value. Such stock is defined by Cook as "stock which does not state how much money it represents." Immediately upon the passage of the law in New York a furor arose in the law reviews of the country, either in criticism of, or in defense of, the innovation in the field of corporation finance. That this subject is becoming a popular field of corporate legislation is beyond denial for at the present time thirty-nine states, including Washington allow …