Securities Law Commons^™

Agency Principles And Large Block Shareholders, Deborah A. Demott

Cardozo Law Review

No abstract provided.

The Human Corporation: Some Thoughts On Hume, Smith, And Buffett, Lawrence E. Mitchell

Cardozo Law Review

No abstract provided.

Warren E. Buffett On Corporate Constituency Laws And Other Newfangled Ideas: An Imaginary Conversation, Bevis Longstreth

Cardozo Law Review

No abstract provided.

Buffett, Corporate Objectives, And The Nature Of Sheep, Henry T.C. Hu

Cardozo Law Review

No abstract provided.

How Efficient Markets Undervalue Stocks: Capm And Ecmh Under Conditions Of Uncertainty And Disagreement, Lynn A. Stout

Cardozo Law Review

No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

Cardozo Law Review

No abstract provided.

Revisiting The Anti-Takeover Fervor Of The '80s Through The Letters Of Warren Buffett: Current Acquisition Practice Is Clogged By Legal Flotsam From The Decade, Dale Arthur Oesterle

Cardozo Law Review

No abstract provided.

Reflections On The Pricing Of Shares, Robert W. Hamilton

Cardozo Law Review

No abstract provided.

Equal Treatment For Shareholders: An Essay, James D. Cox

Cardozo Law Review

No abstract provided.

The Misuse Of Tax Incentives To Align Management-Shareholder Interests, James R. Repetti

Cardozo Law Review

No abstract provided.

A Public Choice Model Of International Economic Cooperation And The Decline Of The Nation State, Enrico Colombatto, Jonathan R. Macey

Cardozo Law Review

The idea of the state lies at the core of international relations and international law. The concept of sovereignty is also central to the notion of the state. Indeed, inherent in the existing system of states are the principles of political independence and sovereign equality that form the underpinnings of sovereignty.

Is It Inside Or Out? - A Proposal To Clarify The Misappropriation Theory Of Unlawful Trading, Lawrence A. Rosenbloom

Cardozo Law Review

Insider trading - the very mention of the words conjures up images of evildoers on Wall Street committing deceptive and underhanded acts at the expense of "mom and pop" investors. During the 1980s, the issue came to the forefront with high profile prosecutions and motion pictures depicting powerful corporate raiders proclaiming that "if you're not inside, you're outside."

Copyright And The Legislative Process: A Personal Perspective, William F. Patry

Cardozo Arts & Entertainment Law Journal

No abstract provided.

The Copyright Term Extension Act Of 1995: Or How Publishers Managed To Steal The Bread From Authors, William F. Patry

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Rents In Bankruptcy, David G. Carlson

Articles

The article examines the treatment of rent receivables in bankruptcy proceedings, focusing on the tension between secured creditors' rights and the trustee's powers. It argues that rent receivables should be treated as security interests rather than absolute transfers to prevent unfair forfeitures and ensure debtors can use these funds for reorganization under adequate protection.

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 Sec At Sixty: A Reply To Professor Macey, David L. Ratner

Cardozo Law Review

The January 1994 issue of the Cardozo Law Review featured a symposium on the sixtieth anniversary of the creation of the Securities and Exchange Commission ("SEC" or the "Commission") and the commencement of federal regulation of securities trading in the United States. This is certainly an anniversary worthy of note; unfortunately, the one Article in the symposium devoted to offering a broad ranging appraisal of the SEC's record was so one-sided and inadequate that a reader could be excused for wondering why we ever set up a system of securities regulation at all, let alone celebrate its continuing existence. The …

Repo Madness: The Characterization Of Repurchase Agreements Under The Bankruptcy Code And The U.C.C., Jeanne L. Schroeder

Articles

The article examines the legal characterization of repurchase agreements (repos) under the Bankruptcy Code and the Uniform Commercial Code (U.C.C.), with a focus on proposed revisions to Articles 8 and 9. It argues that repos should be treated as sales rather than secured loans, primarily due to the repo buyer's unrestricted right to deal with the collateral. This characterization is supported by court rulings in cases such as In re Bevill, Bresler & Schulman and SEC v. Drysdale Securities Corp., which emphasize the transfer of ownership and the buyer's ability to engage with the securities. The article critiques current methods …

Valuation Problems In The Appraisal Remedy, Michael R. Schwenk

Cardozo Law Review

The corporate codes of every state allow shareholders who dissent from certain fundamental corporate transactions to compel the corporation to purchase their shares. This right is commonly known as the appraisal remedy. Shareholders who vote against the triggering transaction, usually a merger, receive a right to be paid the "fair value" of the stock. Courts must convert the statutory fair value standard into one that is judicially administrable. In the past, Delaware measured fair value solely by the judicially created Delaware Block Method. In 1983, after years of criticism, Delaware eliminated the Delaware Block Method as the sole valuation test …

Disclosure Of Executive Illnesses Under Federal Securities Law And The Americans With Disabilities Act Of 1990: Hobson’S Choice Or Business Necessity?, Andrew K. Glenn

Cardozo Law Review

Since the enactment of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") (collectively, the "Securities and Exchange Acts"), the Securities and Exchange Commission ("SEC"), Congress, and federal courts have increased both the scope and quantity of information to be disclosed to the investing public. The duty of disclosure, however, is not without limitation or qualification. Substantively, an issuing corporation ("issuer") need only disclose information that is "material." Disclosures must be lucid, concise, and comprehensible to the average investor.

Is Article 8 Finally Ready This Time? The Radical Reform Of Secured Lending On Wall Street, Jeanne L. Schroeder

Articles

The article critiques the 1977 proposed amendments to Articles 8 and 9 of the Uniform Commercial Code (UCC), arguing that while they aim to modernize securities law by replacing the outdated physical possession metaphor with the concept of "control," they fail to adequately address the complexities of indirect holdings through intermediaries. The revisions introduce "supernegotiability," prioritizing secured creditors over customers, but raise ethical concerns about rewarding dishonest behavior and potentially undermining consumer protections. The article concludes that while the changes improve market efficiency and clarity, further refinements are needed to balance the interests of all stakeholders.

Table Of Contents - Cardozo Law Review, Volume 15, Issue 4

Cardozo Law Review

No abstract provided.

The Sec And The Institutional Investor: A Half-Time Report, John C. Coffee Jr.

Cardozo Law Review

Nothing that the Securities and Exchange Commission ("SEC") has done in recent years has been as controversial or significant as its efforts to reform the proxy rules to permit greater communication among shareholders. Nothing that it has undertaken recently has also been left as incompletely or equivocally realized as these same efforts. That the SEC's efforts at facilitating shareholder communication have been controversial and significant is by now a commonplace observation. That they are incomplete and equivocal requires more explanation. Although the discovery that an agency is behaving inconsistently is hardly a revelation, more than politics appears to be at …

When Bad Things Happen To Good Companies: A Crisis Management Primer, Harvey L. Pitt, Karl A. Groskaufmanis

Cardozo Law Review

What to do next was a daunting question. In the fall of 1982, executives at Johnson & Johnson were confronted with the deaths of seven people, who had swallowed capsules of the company's Tylenol product which had been laced with cyanide. Tylenol was important to Johnson & Johnson. The painkiller accounted for nearly one-fifth of Johnson & Johnson's profits in 1981. Moreover, Tylenol's thirty-five percent market share represented a longterm marketing success; its active ingredient is a compound any company could produce. Yet, when it was discovered that the tampered products came from two different manufacturing plants, Johnson & Johnson …

Relational Investing And Agency Theory, Ian Ayres, Peter Cramton

Cardozo Law Review

This Article analyzes how, and when, corporate governance could be improved by utilizing "relational investing." The term relational investing is just coming into vogue and there does not yet seem to be a consensus on what it means. Although the term has been trumpeted on the cover of Business Week, before the Conference on Relational Investing at Columbia University, relatively little legal writing had been published on the subject.

A Rose May Not Always Be A Rose: Some General Partnership Interests Should Be Deemed Securities Under The Federal Securities Acts, Jonathan M. Sobel

Cardozo Law Review

The primary federal securities acts ("securities acts"), enacted during the Great Depression, were remedial in purpose, designed to restore investor confidence by protecting investors from speculative and fraudulent schemes of promoters. Congress included many financial instruments in the definition of a security. However, if an investment is not one of the financial instruments expressly enumerated in the statute, it may still be deemed a security if it is found to fall within the catchall category of "investment contracts." General partnership interests are not among the statutorily enumerated securities. What is more, courts tend to presume that general partnership interests (unlike …

Corporate Public Disclosure: Primer For The Practitioner, Stephen J. Schulte

Cardozo Law Review

The parameters of corporate disclosure have evolved over the years in response to shifting regulatory, administrative, and judicial requirements and interpretations. Corporate executives are currently faced with a broad array of legal principles that apply to a public company's disclosure of material information.

This Article focuses on voluntary disclosure, as distinguished from statutorily-mandated disclosure, and evaluates the impact of principal cases, rules, and interpretations on such disclosure. Part I summarizes the scheme of regulated disclosure promulgated by the Securities Act of 1933, as amended ("Securities Act"),' the Securities Exchange Act of 1934 ("Exchange Act")2 (herein, the "Acts"), and the principal …

Controlling The Dark Side Of Relational Investing, Edward B. Rock

Cardozo Law Review

This season's candidate for shareholders' champion is the "relational investor." If only more investors would take large positions and then carefully and patiently work with managers to maximize long-term value, corporations would thrive, takeovers would be unnecessary, and we would grow rich or at least richer. Others have focused on the possibilities and patterns. In this Article, I focus on some of the problems.

Postpetition Security Interests Under The Bankruptcy Code, David G. Carlson

Articles

Section 364(c) and (d) of the Bankruptcy Code provides for the creation of security interests in real and personal property under federal law. In this Article, David Gray Carlson discusses the quality and nature of these federal security interests, their remarkable immunity from reversal on appeal, and the ability of postpetition lenders to obtain preferences over other creditors through "cross-collateralization" clauses and the like.

Delaware Fiduciary Duty Law After Qvc And Technicolor: A Unified Standard (And The End Of Revlon Duties?), Lawrence A. Cunningham, Charles M. Yablon

Articles

The Delaware Supreme Court's decisions in QVC and Technicolor have redefined the analysis of directors' fiduciary duties in takeover situations by rejecting the fragmented approach of separate duties under Revlon, Unocal, and MacMillan. Instead, these rulings establish a unified standard that combines the duties of care and loyalty under a single obligation of good faith and fair dealing, requiring directors to make reasonably informed judgments. This approach applies enhanced scrutiny to decisions involving sales of control, defensive tactics, and other extraordinary events, ensuring that directors act in the best interests of shareholders while allowing flexibility in their decision-making processes.