Securities Law Commons^™

Symposium On Securities Law Enforcement Priorities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Barriers To Foreign Issuer Entry Into U.S. Markets, Roberta S. Karmel, Mary S. Head

Faculty Scholarship

No abstract provided.

Seton Hall University School Of Law Legislative Bureau Symposium On Securities Law Enforcement Priorities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

$850,000 In Six Minutes-The Mechanics Of Securities Manipulation, Steve Thel

Faculty Scholarship

No abstract provided.

Securities Law In The European Community: Harmony Or Cacophony?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Barriers To Foreign Issuer Entry Into U.S. Markets, Roberta S. Karmel, Mary Head

Faculty Scholarship

No abstract provided.

Benign Restraint: The Sec's Regulation Of Execution Systems, David M. Schizer

Faculty Scholarship

To the handful of traders who founded the New York Stock Exchange (NYSE) in 1792 – and perhaps even to the securities traders of the 1960's – today's securities markets would be virtually unrecognizable. New communications and data processing technologies, the globalization of investment portfolios, and a surge in trading volume have created new needs and possibilities. As a result, revolutionary advances have occurred in the design and performance of execution systems: the technologies (computers, telephones, modems) and formats (auction-based stock exchanges, dealer-based "over-the-counter" markets, computerized single price auctions) that traders use to conduct trades. These advances enable trades on …

Insider Trading In A Globalizing Market: Who Should Regulate What?, Merritt B. Fox

Faculty Scholarship

Trading by an insider on the basis of material non-public corporate information violates the securities laws of the United States and of many, but not all, other countries. As the market for securities becomes increasingly global, the question of whose rules should apply to any particular transaction will arise with increasing frequency. This article addresses that question.

Each country's regime concerning insider trading – which transactions, if any, to ban, and how to do so – has largely evolved through consideration of transactions that are entirely domestic in character and impact. In these transactions, the issuer's state of incorporation and …

The Second Circuit's Role In Expanding The Sec's Jurisdiction Abroad, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Greenmail, The Control Premium And Shareholder Duty, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Second Circuit's Role In Expanding The Sec's Jurisdiction Abroad, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

International Securities Regulation: London's "Big Bang" And The European Securities Markets, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Brooklyn Law School -- New York Stock Exchange, Inc. Breakfast Roundtables, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Itsfea's Effect On Either An Implied Cause Of Action For Damages By Contemporaneous Traders Or An Action For Damages Or Rescission By The Party In Privity With The Inside Trader, William K.S. Wang

Faculty Scholarship

No abstract provided.

Bondholder Coercion: The Problem Of Constrained Choice In Debt Tender Offers And Recapitalizations, John C. Coffee Jr., William A. Klein

Faculty Scholarship

The past decade saw the flourishing of risky, high-yield corporate debt, often called "junk" bonds. Too many companies took on too much debt, and the chickens are now coming home to roost as these bonds have begun to default with increasing frequency.The magnitude of the problem is potentially enormous; by one estimate, $318 billion of debt has either defaulted already or trades at yields indicating the market's skepticism that it will be repaid on maturity.

Facing the prospect of default, corporate issuers are seeking to restructure or recapitalize their financial structures at a correspondingly increased pace. The market force driving …

Liquidity Versus Control: The Institutional Investor As Corporate Monitor, John C. Coffee Jr.

Faculty Scholarship

Within academia, paradigm shifts occur regularly, some more important than others. As the takeover wave of the 1980s ebbs, a significant shift now appears to be in progress in the way the public corporation is understood. Above all, the new thinking emphasizes that political forces shaped the modern corporation. While the old paradigm saw the structure of the corporation as the product of a Darwinian competition in which the most efficient design emerged victorious, this new perspective sees political forces as constraining that evolutionary process and possibly foreclosing the adoption of a superior organizational form. Thus, my colleague Professor Mark …

Reinventing The Outside Director: An Agenda For Institutional Investors, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

Managerialist rhetoric puts the institutional investor between a rock and a hard place. The institutional investor is depicted as a paper colossus, alternatively greedy and mindless, but in all events a less important corporate constituency than that other kind of investor, the "real" shareholder. The unspoken corollary is that, regardless of the institution's investment strategy, its interests may appropriately be ignored.

An institution that trades stock frequently is considered a short-term shareholder without a stake in the future of the corporation. According to the familiar argument, the short-term shareholder has no more legitimate claim on management's attention than does a …

Sec Regulation Of Multijurisdictional Offerings, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Duty Of Directors To Non-Shareholder Constituencies In Control Transactions: A Comparison Of U.S. And U.K. Law, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Genius Of Section 16: Regulating The Management Of Publicly Held Companies, Steve Thel

Faculty Scholarship

No abstract provided.

Sec Regulation Of Multijurisdictional Offerings, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Introduction: Third Abraham L. Pomerantz Lecture: The First Amendment And Government Regulation Of Economic Markets, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Some Comments On Professor Neuborne's Paper, Henry Paul Monaghan

Faculty Scholarship

It is a pleasure to have the opportunity to comment upon Professor Neuborne's paper; it is a provoking effort to make sense out of important aspects of the first amendment. At the outset, I should say that there is much in the paper with which I agree. But for the purposes of this essay I will focus on points of disagreement.

Professor Neuborne's specific focus is an analysis of the Security and Exchange Commission's (SEC) regulation of speech. The final twenty-one pages of his paper are directly concerned with analysis and criticism of the existing case law on the subject. …

Delaware's Intermediate Standard For Defensive Tactics: Is There Substance To Proportionality Review?, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

The courts have long struggled with a standard for reviewing management's efforts to deter or defeat hostile takeovers. The usual standards of review in corporate law, the business judgment rule and the intrinsic fairness test, do not seem adequate when courts must evaluate defensive measures that implicate both management's business acumen and its loyalty to shareholder interests. Because evaluating a sale of the company is a complex business decision, management's response to a takeover bid resembles the normal business decisions that the business judgment rule largely insulates from judicial review.At the same time, however, a hostile takeover creates a potential …

Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Transnational Takeover Talk: Regulations Relating To Tender Offers And Insider Trading In The United States, The United Kingdom, Germany, And Australia, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Duty To The Target: Is An Attorney's Duty To The Corporation A Paradigm For Directors, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

A Cause Of Action For Option Traders Against Insider Option Traders, William K.S. Wang

Faculty Scholarship

No abstract provided.

Is A Seller's Rule 10b–5 Cause Of Action Automatically Transferred To The Buyer?, William K.S. Wang

Faculty Scholarship

No abstract provided.

Introduction Symposium: Can The International Securities Markets Be Regulated, Roberta S. Karmel

Faculty Scholarship

No abstract provided.