Securities Law Commons^™

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.

The Essays Of Warren Buffett: Lessons For Corporate America, Lawrence A. Cunningham

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.

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."

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.

Copyright And The Legislative Process: A Personal Perspective, 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 …

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.

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 …

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 …

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.

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

Cardozo Law Review

No abstract provided.

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 …

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.

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 …

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 …

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.

Our Schizophrenic Conception Of The Business Corporation, William T. Allen

Cardozo Law Review

No abstract provided.

Bankruptcy Theory And The Creditors' Bargain, David G. Carlson

Articles

The article critiques the traditional "simple creditors' bargain" theory in bankruptcy law, arguing that it fails to align with libertarian principles due to its inability to justify bankruptcy discharges and its exclusion of debtors and non-creditors. It then explores an "expanded creditors' bargain," which attempts to address distributive aspects but ultimately falls short by excluding non-consensual creditors and failing to explain why contractual risk allocation is insufficient. The analysis highlights the theory's shortcomings in handling various creditor types and risks, questioning its validity in explaining bankruptcy law.

Claims And Control In Chapter 11 Cases: A Call For Neutrality, Herbert P. Minkel Jr., Cynthia A. Baker

Cardozo Law Review

No abstract provided.

Security Interests Under Article 8 Of The Uniform Commercial Code, Jeanne L. Schroeder, David G. Carlson

Cardozo Law Review

No abstract provided.

The New/Old Law Of Securities Transfer: Calling A “Spade” A “Heart, Diamond, Club Or The Like”, Martin J. Aronstein

Cardozo Law Review

Recent changes in the law of securities transfer might be characterized as trying to put an expanding multi-faceted peg in a round hole. The proverbial round hole, of course, is the traditional negotiable instrument concept that a security is transferred by delivery. The peg is the rapidly developing system of securities issuance and holding practices in which an owner's interest in a security is evidenced by an entry on his account with a broker, bank, clearing corporation, or other intermediary, and the security itself is represented by a piece of paper in the possession of that or another third party, …

Stockbroker Liquidations Under The Securities Investor Protection Act And Their Impact On Securities Transfers, Michael E. Don, Josephine Wang

Cardozo Law Review

No abstract provided.

Negotiability, Property, And Identity, James Steven Rogers

Cardozo Law Review

No abstract provided.

Transfer Of Securities: State And Federal Interaction, Egon Guttman

Cardozo Law Review

No abstract provided.

Beyond Negotiablity: A New Model For Transfer And Pledge Of Interests In Securities Controlled By Intermediaries, Charles W. Mooney Jr.

Cardozo Law Review

No abstract provided.