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Articles 31 - 60 of 116
Full-Text Articles in Securities Law
Canceling The Deal: Two Models Of Material Adverse Change Clauses In Business Combination Agreements, Robert T. Miller
Canceling The Deal: Two Models Of Material Adverse Change Clauses In Business Combination Agreements, Robert T. Miller
Cardozo Law Review
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement and the time the transaction is effected and the purchase price is paid. One effect of this delay is that the business or financial condition of one of the parties may deteriorate before the deal closes. When this happens to the target in a cash deal or to either party in a stock deal, the counterparty may conclude that the transaction is no longer attractive. Merger agreements typically protect counterparties against such contingencies through material adverse change (MAC) clauses. Under the …
What Due Diligence Dilemma? Re-Envisioning Underwriters' Continuous Due Diligence After Worldcom, Joseph K. Leahy
What Due Diligence Dilemma? Re-Envisioning Underwriters' Continuous Due Diligence After Worldcom, Joseph K. Leahy
Cardozo Law Review
The recent WorldCom decision is widely believed to pose a "due diligence dilemma." This dilemma supposedly forces underwriters for large, established corporations to choose between their clients' desire to issue securities quickly in shelf-registered offering and the obligation to exercise reasonable care in due diligence. According to most commentators, the bar for due diligence set by WorldCom is simply too high to surmount during a shelf takedown. As a result, underwriters will either lose lucrative business or lose their defense to liability for misstatements or omissions in the offering document. And the stakes are high: in WorldCom, the underwriters …
The Flight To New York: An Empirical Study Of Choice Of Law And Choice Of Forum Clauses In Publicly-Held Companies' Contracts, Theodore Eisenberg, Geoffrey P. Miller
The Flight To New York: An Empirical Study Of Choice Of Law And Choice Of Forum Clauses In Publicly-Held Companies' Contracts, Theodore Eisenberg, Geoffrey P. Miller
Cardozo Law Review
We study choice of law and choice of forum in a data set of 2,882 contracts contained as exhibits in Form 8-K filings by reporting corporations over as six month period in 2002 for twelve types of contracts and a seven month period in 2002 for merger contracts. These material contracts likely are carefully negotiated by sophisticated parties who are well-informed about the contract terms. They therefore provide evidence of efficient ex ante solutions to contracting problems. In prior work examining merger contracts, acquiring firms incorporated in Delaware tended to select Delaware law or a Delaware forum to govern disputes …
The Sec's 2006 Soft Dollar Guidance: Law And Economics, D. Bruce Johnsen
The Sec's 2006 Soft Dollar Guidance: Law And Economics, D. Bruce Johnsen
Cardozo Law Review
After some two years of deliberations, in July 2006 the SEC released its long-awaited Guidance on the scope of the "soft dollar safe harbor." Passed as part of the Securities Acts Amendments in May, 1975, the safe harbor has protected fund advisers and other money managers for over 30 years from criminal actions and civil suits for breach of fiduciary duty when they use client assets to pay more than the lowest available brokerage commissions in exchange for "brokerage and research services." During this time, the SEC has interpreted and reinterpreted the safe harbor's scope, largely owing to the public …
One Share, One Vote And The False Promise Of Shareholder Homogeneity, Grant M. Hayden, Matthew T. Bodie
One Share, One Vote And The False Promise Of Shareholder Homogeneity, Grant M. Hayden, Matthew T. Bodie
Cardozo Law Review
No abstract provided.
Accountability And Competition In Securities Class Actions: Why "Exit" Works Better Than "Voice", John C. Coffee Jr.
Accountability And Competition In Securities Class Actions: Why "Exit" Works Better Than "Voice", John C. Coffee Jr.
Cardozo Law Review
No abstract provided.
Sense And Sensibility In Securitization: A Prudent Legal Structure And A Fanciful Critique, Thomas E. Plank
Sense And Sensibility In Securitization: A Prudent Legal Structure And A Fanciful Critique, Thomas E. Plank
Cardozo Law Review
No abstract provided.
Cafa's Impact On Litigation As A Public Good, Elizabeth Chamblee Burch
Cafa's Impact On Litigation As A Public Good, Elizabeth Chamblee Burch
Cardozo Law Review
No abstract provided.
Securitization And Its Discontents: The Dynamics Of Financial Product Development, Kenneth C. Kettering
Securitization And Its Discontents: The Dynamics Of Financial Product Development, Kenneth C. Kettering
Cardozo Law Review
This paper takes as its point of departure the financing technique referred to as "securitization," a close cousin of secured lending that has grown to enormous size since its origin more than two decades ago. The paper pursues two themes. One is a critique of the legal foundations of securitization, which includes a perspective on aspects of fraudulent transfer law that are well established historically but have been neglected in recent decades. The other is exploration of the implications of this product growing so vast despite its dubious legal foundations. In that regard, the paper explores two points of legal …
Securities Class Action Abuse: Protecting Small Plaintiffs' Big Money, Russell Kamerman
Securities Class Action Abuse: Protecting Small Plaintiffs' Big Money, Russell Kamerman
Cardozo Law Review
No abstract provided.
Sarbanes-Oxley: The Evidence Regarding The Impact Of Sox 404, Robert Prentice
Sarbanes-Oxley: The Evidence Regarding The Impact Of Sox 404, Robert Prentice
Cardozo Law Review
No abstract provided.
The Group Dynamics Theory Of Executive Compensation, Michael B. Dorff
The Group Dynamics Theory Of Executive Compensation, Michael B. Dorff
Cardozo Law Review
No abstract provided.
Remarks: Enron And Multi-Jurisdictional Fraud, John R. Kroger
Remarks: Enron And Multi-Jurisdictional Fraud, John R. Kroger
Cardozo Law Review
No abstract provided.
Difficult, Duplicative And Wasteful?: The Nasd's Prohibition Of Class Action Arbitration In The Post-Bazzle Era, Matthew Eisler
Difficult, Duplicative And Wasteful?: The Nasd's Prohibition Of Class Action Arbitration In The Post-Bazzle Era, Matthew Eisler
Cardozo Law Review
No abstract provided.
The New Stage Of Corporate Governance Litigation: Section 220 Demands - Reprise, Stephen A. Radin
The New Stage Of Corporate Governance Litigation: Section 220 Demands - Reprise, Stephen A. Radin
Cardozo Law Review
No abstract provided.
Barbarians At The Ballot Box: The Use Of Hedging To Acquire Low Cost Corporate Influence And Its Effect On Shareholder Apathy, Jonathan J. Katz
Barbarians At The Ballot Box: The Use Of Hedging To Acquire Low Cost Corporate Influence And Its Effect On Shareholder Apathy, Jonathan J. Katz
Cardozo Law Review
No abstract provided.
The Economic Value Of Securities Regulation, Frank B. Cross, Robert A. Prentice
The Economic Value Of Securities Regulation, Frank B. Cross, Robert A. Prentice
Cardozo Law Review
No abstract provided.
Envy And Outsider Trading: The Case Of Martha Stewart, Jeanne L. Schroeder
Envy And Outsider Trading: The Case Of Martha Stewart, Jeanne L. Schroeder
Cardozo Law Review
No abstract provided.
Moral Hazard And The Initial Public Offering, Christine Hurt
Moral Hazard And The Initial Public Offering, Christine Hurt
Cardozo Law Review
No abstract provided.
The Security Of Securitization And The Future Of Security, Thomas E. Plank
The Security Of Securitization And The Future Of Security, Thomas E. Plank
Cardozo Law Review
No abstract provided.
Securitization Post-Enron, Steven L. Schwarcz
Securitization Post-Enron, Steven L. Schwarcz
Cardozo Law Review
No abstract provided.
The Need For Stricter Scrutiny: Application Of The Revlon Standard To The Use Of Standstill Agreements, Brian K. Kidd
The Need For Stricter Scrutiny: Application Of The Revlon Standard To The Use Of Standstill Agreements, Brian K. Kidd
Cardozo Law Review
No abstract provided.
Can Lawyers Be Cured?: Eternal Recurrence And The Lacanian Death Drive, Jeanne L. Schroeder
Can Lawyers Be Cured?: Eternal Recurrence And The Lacanian Death Drive, Jeanne L. Schroeder
Cardozo Law Review
No abstract provided.
Put-Call Parity And The Law, Michael S. Knoll
Put-Call Parity And The Law, Michael S. Knoll
Cardozo Law Review
No abstract provided.
Making It Up As They Go Along: The Role Of Law In Securities Arbitration, Barbara Black, Jill I. Gross
Making It Up As They Go Along: The Role Of Law In Securities Arbitration, Barbara Black, Jill I. Gross
Cardozo Law Review
No abstract provided.
Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward Rock
Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward Rock
Cardozo Law Review
What functions does the existing mandatory disclosure system serve? In this Article, I argue that the existing SEC system can be understood as providing issuers with a mechanism for making a credible commitment to high quality, comprehensive disclosure for an indefinite period into the future. This credible commitment device is particularly useful to new domestic issuers and to foreign issuers seeking to tap the U.S. capital markets. This credible commitment justification explains the striking but little discussed practical and formal asymmetry between the ease of entry into the SEC system and the difficulty of exit from it. I then consider …
Ziggy Stardust Reborn: A Proposed Modification Of The Bowie Bond, Adam Grant
Ziggy Stardust Reborn: A Proposed Modification Of The Bowie Bond, Adam Grant
Cardozo Law Review
No abstract provided.
The Heyman Center's Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan, Lawrence A. Cunningham
The Heyman Center's Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan, Lawrence A. Cunningham
Cardozo Law Review
No abstract provided.
Transcript Of The Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan
Transcript Of The Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan
Cardozo Law Review
No abstract provided.
A Critique Of The Misappropriation Theory Of Insider Trading, David M. Brodsky, Daniel J. Kramer
A Critique Of The Misappropriation Theory Of Insider Trading, David M. Brodsky, Daniel J. Kramer
Cardozo Law Review
No abstract provided.