Securities Law Commons^™

Outsider Trading On Confidential Information - A Breach In Search Of A Duty, Roberta S. Karmel

Cardozo Law Review

No abstract provided.

International Diversity In Securities Regulation: Roadblocks On The Way To Convergence, Amir N. Licht

Cardozo Law Review

No abstract provided.

The Inexorable March Toward A Continuous Disclosure Requirement For Publicly Traded Corporations: "Are We There Yet?", Dale Arthur Oesterle

Cardozo Law Review

No abstract provided.

Scholarly Restraints? Aba Accreditation And Legal Education, George B. Shepherd, William G. Shepherd

Cardozo Law Review

This Article provides an economic and legal analysis of the American Bar Association's system for accrediting law schools. For decades, the ABA has administered the system as, in economic effect, a cartel of law school faculty members. The ABA has exerted monopoly power not only over the market for legal training, but also over three related markets: the market for the hiring of law faculty, the market for legal services, and each university's internal market for funding. Despite the selfless service of many in the system, the system has created large harms, but few benefits. Existing law faculty have gained …

Agency Principles And Large Block Shareholders, Deborah A. Demott

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.

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.

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

Cardozo Law Review

No abstract provided.

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

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.

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 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 …

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

Cardozo Law Review

No abstract provided.

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

Cardozo Law Review

No abstract provided.