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Articles 91 - 120 of 456
Full-Text Articles in Securities Law
Mutual Funds-Trusts And Trustees-Capital Gains Distributions From Mutual Funds: Income Or Principal?, Michigan Law Review
Mutual Funds-Trusts And Trustees-Capital Gains Distributions From Mutual Funds: Income Or Principal?, Michigan Law Review
Michigan Law Review
The growing prevalence of mutual fund shares in the assets of small and medium-sized estates has made the problem of allocating capital gains distributions between income and principal a matter of great concern to the trustees of such estates. A "capital gains" distribution represents a gain resulting from the profitable sale of securities held by the mutual fund. The uncertain state of the law regarding capital gains distributions from mutual funds presents a serious dilemma to the trustee: if he distributes the capital gains to the life beneficiary, the remainderman may claim that such distributions represent a partial liquidation of …
Actions On Commercial Paper: Holder's Procedural Advantages Under Article Three, Stanley V. Kinyon
Actions On Commercial Paper: Holder's Procedural Advantages Under Article Three, Stanley V. Kinyon
Michigan Law Review
The discussion will also be concerned primarily with the usual action "on the instrument": an action by the holder to enforce payment by a person who has signed it as maker, acceptor, certifier, drawer, indorser, or guarantor and has thus become "liable on" it. These instruments, of course, may be involved in other types of actions, such as: an action for conversion of the instrument (section 3-419); an action to recover damages for breach of the warranties of a collector or transferor (sections 3-417 and 4-207); an action to compel indorsement (section 3-201); an action to enjoin payment (section 5-114(2)(b)); …
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Michigan Law Review
The fiduciary role in which corporate insiders are cast in their dealings with, or affecting, their corporations embraces a multitude of parts. Hence the range of restrictions on their conduct varies from inhibitions as rigorous as those imposed on express trustees to limitations almost as flexible as those governing arm's length dealings among strangers. As has often been pointed out, the characterization of a corporate officer, a director, or a person controlling the corporation as a "fiduciary" does not define his status with precision; rather, it sets a tone to his role and suggests the existence of obligations and of …
Convertible Securities And Section 16(B): The Persistent Problems Of Purchase, Sale, And Debts Previously Contracted, W. Richard Keller
Convertible Securities And Section 16(B): The Persistent Problems Of Purchase, Sale, And Debts Previously Contracted, W. Richard Keller
Michigan Law Review
In 1934, Congress enacted section 16(b) of the Securities Exchange Act in an effort to counteract the evils flowing from speculation in corporate securities by certain persons having information regarding the corporation's affairs or occupying positions of trust which permit manipulation of corporate policies. In general, section 16(b) permits the issuer, or one or more stockholders acting in its behalf, to recover any "short-swing" profit realized from purchases and sales (or sales and purchases) of the issuer's equity securities within a six-month period by directors, officers, or beneficial owners of more than ten per cent of any class of equity …
Stock Received In Lieu Of Salary By Stockholder-Employees Whose Proportionate Interest Remains Unchanged Is Taxable Income--Commissioner V. Fender Sales, Inc., Michigan Law Review
Stock Received In Lieu Of Salary By Stockholder-Employees Whose Proportionate Interest Remains Unchanged Is Taxable Income--Commissioner V. Fender Sales, Inc., Michigan Law Review
Michigan Law Review
Transactions involving forgiveness by stockholder-employees of corporate indebtedness are shrouded in legal uncertainty. The conflicting positions espoused by the Commissioner, the Tax Court, and the circuit court in the principal case focus attention on a few salient problems. The Commissioner, in arguing that the receipt of stock by the individual taxpayers constituted taxable income, considered the individuals solely as employees, believing it immaterial that they were also stockholders. Thus, he reasoned that when they, as employees, received stock in payment of their accrued salaries, they realized income. In contrast, the Tax Court viewed the individual taxpayers as stockholders who had …
Retention Of Control Over Stock Constitutes "Ownership" Under Section 1239 Of The Internal Revenue Code-Harry Trotz, Michigan Law Review
Retention Of Control Over Stock Constitutes "Ownership" Under Section 1239 Of The Internal Revenue Code-Harry Trotz, Michigan Law Review
Michigan Law Review
Petitioner set up a corporation, retaining seventy-nine per cent of the stock and -distributing the remainder to a third party. The third party borrowed from petitioner, pledging his stock as security and executing an option agreement under which the petitioner could recover the stock at any time. Subsequently, the newly organized corporation purchased all the depreciable assets of petitioner's proprietorship at a price in excess of their adjusted basis; petitioner reported the difference as a capital gain. The Commissioner declared a deficiency, relying on section 1239 of the Internal Revenue Code, which treats as ordinary income the gain recognized from …
The Federal Securities Act And The Locked-In Stockholder, Neil Flanagin
The Federal Securities Act And The Locked-In Stockholder, Neil Flanagin
Michigan Law Review
The Securities Act of 1933 is generally identified with Securities and Exchange Commission registration and the attendant disclosure for primary and secondary public offerings of securities. Because of the uncertain scope of the registration requirements, however, it has the practical effect of seriously restricting certain security holders in selling or dealing in their securities. Security holders so restricted may be underwriters themselves or persons considered to be underwriters for the particular transaction. The difficulties arise in determining which security holders are included within this class and which transactions by those parties are affected. It is to these problems that the …
The Regulation Of Investment Advice: Subscription Advisers And Fiduciary Duties, Charles G. Nickson
The Regulation Of Investment Advice: Subscription Advisers And Fiduciary Duties, Charles G. Nickson
Michigan Law Review
In the landmark decision of SEC v. Capital Gains Research Bureau, Inc., the United States Supreme Court upheld the Commission's interpretation of an adviser's quasi-fiduciary status under the Investment Advisers Act of 1940 by holding fraudulent the failure of a subscription adviser to disclose to his clients his practice of acquiring securities before recommending their purchase, with the intent to resell immediately after the recommendation. It is the purpose of this comment to examine the major problems attending the dissemination of investment advice by subscription advisers, to evaluate those problems in the light of the higher standards of disclosure …
Proof Of Scienter Necessary In A Private Suit Under Sec Anti-Fraud Rule 10b-5, Michigan Law Review
Proof Of Scienter Necessary In A Private Suit Under Sec Anti-Fraud Rule 10b-5, Michigan Law Review
Michigan Law Review
Of the vast amounts of statutory and quasi-statutory material governing the securities business, the Securities and Exchange Commission's rule 10b-51 has potentially the greatest direct importance to the largest number of people. While several provisions in the government's regulatory scheme set more or less specific standards of conduct for securities issuers, broker-dealers, or corporate insiders, the anti-fraud provisions of rule 10b-5 apply to all persons directly or indirectly connected with any sale or purchase of securities transacted through a facility of interstate commerce, the mails, or on a national exchange. In its three clauses, rule 10b-5 forbids any person (1) …
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
Michigan Law Review
The Internal Revenue Code requires recognition of gains or losses realized upon a sale or exchange of property. An exception to this general rule is found in section 354(a)(1), the basic nonrecognition provision for stock-for-stock reorganizations. This section provides that a stockholder need not recognize gains or losses "if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization." However, before section 354 can be reached, the exchange must satisfy one of the …
Recovery Of Accrued But Unpaid Interest On War-Lost Investments Taxed As Capital Gain To Extent It Exceeds Basis-Horst V. United States, Michigan Law Review
Recovery Of Accrued But Unpaid Interest On War-Lost Investments Taxed As Capital Gain To Extent It Exceeds Basis-Horst V. United States, Michigan Law Review
Michigan Law Review
Prior to the United States entry into World War II, taxpayer acquired certain Japanese bonds. In December 1941, pursuant to section 127(a) of the Internal Revenue Code of 1939, he suffered a war loss with respect to these investments and took the proper deduction. When trading restrictions on Japanese bonds were lifted in 1950, taxpayer enjoyed a war loss recovery. At that time, bonds of this type were being traded flat, the quoted price reflecting both principal and accrued but unpaid interest thereon to the date of recovery. As the defaulted interest coupons were paid on their extended maturity dates, …
The Expanding Jurisdiction Of The Securities And Exchange Commission: Variable Annuities And Bank Collective Investment Funds, John W. Erickson
The Expanding Jurisdiction Of The Securities And Exchange Commission: Variable Annuities And Bank Collective Investment Funds, John W. Erickson
Michigan Law Review
The Securities and Exchange Commission is presently attempting to assert jurisdiction over certain aspects of two industries traditionally exempt from federal securities regulation-insurance and banking. The SEC claims that two recently developed investment vehicles-variable annuities in the insurance field and pooled funds of managing agency accounts in the banking field-are virtually the same as mutual funds, which are subject to SEC regulation under the Investment Company Act of 1940. (A mutual fund is essentially a fund (usually in corporate form), the participants' contributions to which are collectively invested in a portfolio of securities, each participation representing a pro rata interest …
Bosland: Estate Tax Valuation In The Sale Of Merger Of Small Firms, Herman L. Trautman
Bosland: Estate Tax Valuation In The Sale Of Merger Of Small Firms, Herman L. Trautman
Michigan Law Review
A Review of Estate Tax Valuation in the Sale of Merger of Small Firms. By Chelcie C. Bosland.
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Securities Regulation-Applicability Of Exchange Act Section 10(B) To Transaction Effected By Means Of Intrastate Telephone Call, Michael A. Warner
Michigan Law Review
Plaintiff alleged that he had been defrauded in a sale of securities to the defendant. Plaintiff attempted to invoke section 10(b) of the Securities Exchange Act of 1984, which prohibits various fraudulent practices in securities trading. In order to state a cause of action under 10(b), it was necessary for plaintiff to allege that a means or instrumentality of interstate commerce had been used directly or indirectly in connection with the sale. The sale in this case had been effected through telephone conversations over wires located within the city of Philadelphia. However, the wires carrying the calls could be used …
New And Comprehensive Duties Of Securities Sellers To Investigate, Disclose, And Have An "Adequate Basis" For Representations, Willoughby C. Johnson
New And Comprehensive Duties Of Securities Sellers To Investigate, Disclose, And Have An "Adequate Basis" For Representations, Willoughby C. Johnson
Michigan Law Review
The duties of investigation and disclosure imposed upon securities salesmen have been significantly enlarged by several recent cases generated by the Second Circuit's 1963 decision of Berko v. SEC. In a hearing before the Securities and Exchange Commission it was found that Berko was a salesman working out of an acknowledged "boiler room." His employer had provided its salesmen, including Berko, with fraudulent sales brochures, some of which were subsequently distributed by Berko. The action by the Commission against Berko arose out of the sale of a specific security to a customer who had received fraudulent sales brochures and …
Current Problems In Securities Regulation, Robert N. Dorosin, Ira J. Jaffe, Rolfe A. Worden, James C. Lockwood, Willoughby C. Johnson
Current Problems In Securities Regulation, Robert N. Dorosin, Ira J. Jaffe, Rolfe A. Worden, James C. Lockwood, Willoughby C. Johnson
Michigan Law Review
This comment analyzes four areas of central significance to adequate protection for the investor: (1) qualifications of those in the securities industry who deal with the public; (2) dissemination of corporate publicity; (3) dissemination of investment advice; and (4) selling practices in the securities industry. The findings and recommendations of the Special Study are given special attention insofar as they bear upon the problems covered. In certain areas, however, recent developments in court and Commission decisions have brought about changes equally as significant as the findings and recommendations of the Special Study. Thus each section covers the background and recent …
The Evolving Role Of Section 16(B), William H. Painter
The Evolving Role Of Section 16(B), William H. Painter
Michigan Law Review
The evils which section 16(b) of the Securities Exchange Act of 1934 was enacted to prevent are well known. As expressed in one of the committee reports, this so-called "shortswing trading" provision was intended "to protect the interests of the public against the predatory operations of directors, officers, and principal stockholders of corporations by preventing them from speculating in the stock of the corporations to which they owe a fiduciary duty." To curb such speculation, section 16(b) provides for recovery by the corporation, or by one or more stockholders acting in its behalf, of any "profit realized" from purchases and …
A Reappraisal Of The Role Of Disclosure, Robert L. Knauss
A Reappraisal Of The Role Of Disclosure, Robert L. Knauss
Michigan Law Review
The objective of this paper is to assess the current role of disclosure in its various aspects in security regulation. Following a brief description of the current uses of disclosure in securities regulation, there are separate sections describing and evaluating (1) the obligation of disclosure imposed on issuers at the initial sale of securities, (2) the obligation of disclosure resting on issuers if they have securities which are traded, and (3) obligations of disclosure imposed on parties in the securities business other than issuers. This last section includes obligations of insiders, broker-dealers, and investment advisers, as well as duties of …
The Special Study Of Securities Markets Of The Securities And Exchange Commission, William L. Cary
The Special Study Of Securities Markets Of The Securities And Exchange Commission, William L. Cary
Michigan Law Review
Moved perhaps by a certain institutional egoism, the Securities and Exchange Commission welcomes this thorough symposium upon the Report of Special Study of Securities Markets. Although the product of a separate study group, this report has nevertheless been the focal point of debate throughout the Commission during the past eighteen months. Representing both an intensive and extensive inquiry into the securities markets, it is unquestionably the most ambitious and comprehensive study since the passage of the securities acts thirty years ago. It is not a sensational document-quite consciously. In our opinion, raising standards in the securities industry could best …
Rule 10b-6: The Special Study's Rediscovered Rule, Jack M. Whitney Ii
Rule 10b-6: The Special Study's Rediscovered Rule, Jack M. Whitney Ii
Michigan Law Review
An attempt either to assign responsibility for the breakdown in communication or to secure a quantitative measure of the consequences of that breakdown would be bootless. I attempt here only to pinpoint some of the areas of seeming ambiguity within the rule, and to consider them in light of a variety of situations wherein, it is hoped, the problems will become clearer and more precise, thus facilitating the consideration of whether solutions are needed and what form they should take.
Over-The-Counter Market Quotations, Philip A. Loomis Jr., Eugene H. Rotberg
Over-The-Counter Market Quotations, Philip A. Loomis Jr., Eugene H. Rotberg
Michigan Law Review
Chapter VII of the Report of Special Study of Securities Markets of the Securities and Exchange Commission focused attention upon the little understood and often perplexing problems presented by the quotations for over-the-counter stocks which appear regularly in the newspapers-the so-called retail quotations system. The Report was quite critical of the existing retail quotations system, concluding that it was inconsistent with the general philosophy of full disclosure elsewhere applied in the administration of the federal securities laws and, in fact, operated "to conceal what elsewhere in the securities business is considered essential to be disclosed." While there does not appear …
Securities Regulation-Sec Rule 10b-5-Recovery By Corporation Induced By Fraud Of Insider To Issue Shares, Charles K. Dayton
Securities Regulation-Sec Rule 10b-5-Recovery By Corporation Induced By Fraud Of Insider To Issue Shares, Charles K. Dayton
Michigan Law Review
Trustees in reorganization of a corporation brought suit on its behalf to recover damages under section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5 of the Securities and Exchange Commission, alleging that the corporation had been fraudulently induced by defendant, its comptroller, to issue stock for inadequate consideration. Also named as defendants were the American Stock Exchange and several banks and brokers, whose alleged complicity in the improper public distribution of the shares made them parties to the scheme to defraud the corporation. On a motion by all defendants but the comptroller to dismiss the complaint for …
Insurance-Variable Annuities-Application Of Investment Company Act Of 1940, William C. Brashares
Insurance-Variable Annuities-Application Of Investment Company Act Of 1940, William C. Brashares
Michigan Law Review
Anticipating the sale of variable annuity contracts as a part of its regular business, Prudential, a life insurance company, applied to the Securities and Exchange Commission for complete exemption from the requirements of the Investment Company Act of 1940. Prudential claimed that it qualified for exemption as an insurance company under the definition of "insurance company" in the Investment Company Act ("a company ... whose primary and predominant business activity is the writing of insurance . . . and which is subject to supervision by the insurance commissioner or a similar official or agency of a state"). In the alternative, …
Securities-Investment Advisers Act Of 1940-Antifraud Provisions Interpreted, Byron Bronston S.Ed.
Securities-Investment Advisers Act Of 1940-Antifraud Provisions Interpreted, Byron Bronston S.Ed.
Michigan Law Review
Defendant, Capital Gains Research Bureau, Inc., an investment advisory service, published a bulletin entitled "A Capital Gains Report," each issue of which advised approximately 5,000 subscribers as to the investment potential of a particular corporation's stock. On at least five occasions Capital Gains, and its president and sole stockholder, also a defendant, acquired some shares of a stock and, without revealing their interest therein, recommended its purchase in the bulletin. Following each recommendation, trading in the stock increased, the price rose, and, within a few days, defendants sold their shares at a profit. The Securities and Exchange Commission, alleging that …
Securities Exchange Act Of 1934--Cml Remedies Based Upon Illegal Extension Of Credit In Violation Of Regulation T, Robert G. Lane
Securities Exchange Act Of 1934--Cml Remedies Based Upon Illegal Extension Of Credit In Violation Of Regulation T, Robert G. Lane
Michigan Law Review
Following the stock market crash of 1929, there was considerable agitation for the regulation, and even the elimination, of the purchasing of securities on credit. Indeed, the extension of credit for the purchasing of securities became an issue in the 1932 presidential campaign and finally, in 1934, came under direct federal control. Although the federal regulations were intended to eliminate the hazards associated with the extension of credit for the purchasing of securities, all the available evidence indicates that the substantial amount of credit in the stock market was a significant factor in pushing up prices during the bull market, …
Insider Securities Dealings During Corporate Crises, Victor Brudney
Insider Securities Dealings During Corporate Crises, Victor Brudney
Michigan Law Review
The problem of assuring the fidelity of corporate insiders to the public investors in their enterprises figured prominently in legal literature and law reform proposals twenty-five or thirty years ago. In recent years, that question has attracted relatively less attention-in part because of the appearance or recognition of more significant problems in the relationship of publicly-held corporate enterprise to the national well-being, but in part also because of the development by courts, legislatures and administrative agencies-and to some extent by the insiders' community itself-of more exacting standards of loyalty. Recognition of broader obligations to their corporations and to public investors …
Taxation-Federal Income Taxation-Examination Of Certain Problems Under Section 335, Roger B. Harris S.Ed.
Taxation-Federal Income Taxation-Examination Of Certain Problems Under Section 335, Roger B. Harris S.Ed.
Michigan Law Review
Stock and securities of controlled corporations may be distributed to shareholders, tax free, in cases of corporate separations which qualify under section 355 of the Internal Revenue Code of 1954. A corporate separation is effected by the transfer of part of a corporation's assets to a subsidiary, the stock of which is distributed to the parent's stockholders. Such distributions are generally classified into three categories: spin-off, split-off, and split-up. A spin-off occurs when corporation A forms corporation B to which A transfers certain assets, receiving in exchange, the stock of corporation B. A then distributes the stock of …
Securities Regulation-Federal Anti-Fraud Provisions-Applicability Of Insider Responsibility To Broker In Possession Of Inside Corporate Information, John A. Krsul Jr.
Securities Regulation-Federal Anti-Fraud Provisions-Applicability Of Insider Responsibility To Broker In Possession Of Inside Corporate Information, John A. Krsul Jr.
Michigan Law Review
During a period of upward movement in the price of Curtiss-Wright common stock, the corporation's board of directors voted to reduce the stock dividend by forty percent, an action certain to have an immediate adverse effect upon the stock's market price. Although the board immediately authorized the transmission of information concerning its action to the New York Stock Exchange, an inadvertent delay of forty-five minutes ensued. Unaware of the delay, C, a director of Curtiss-Wright and a registered representative of Cady, Roberts & Co. (registrant) , a registered broker-dealer, telephoned registrant to inform G, one of its partners, …
Securities Regulation- Federal Courts-Private Rights Of Action Under The Investment Company Act Of 1940, Lee D. Powar
Securities Regulation- Federal Courts-Private Rights Of Action Under The Investment Company Act Of 1940, Lee D. Powar
Michigan Law Review
Two actions for damages were brought against officers and directors of a mutual investment fund alleging violations of the Investment Company Act of 1940. These actions, by the fund itself and by a stockholder on behalf of the fund, were consolidated in a federal district court. The court denied defendant's motion to dismiss for want of federal jurisdiction. On an interlocutory appeal by the non-affiliated directors, held, reversed. The Investment Company Act of 1940 does not expressly or by implication create a private right of action cognizable in the federal courts against non-affiliated directors. Brouk v. Managed Funds, Inc. …
Antiturst Law-Exemptions For Regulated Industries - Applicability Of The Antitrust Laws To Stock Exchanges, Peter D. Byrnes S.Ed.
Antiturst Law-Exemptions For Regulated Industries - Applicability Of The Antitrust Laws To Stock Exchanges, Peter D. Byrnes S.Ed.
Michigan Law Review
Defendant, the New York Stock Exchange, directed its members to discontinue their direct private wire connections with plaintiffs who were non-member brokers. These private wire connections were utilized primarily for facilitating transactions in the over-the-counter market. Repeated requests by plaintiffs for reinstatement were ignored, and the defendant refused to apprise the plaintiffs of the reasons for its action. Plaintiffs then brought suit, seeking damages and injunctive relief pursuant to sections 4 and 16 of the Clayton Act. Maintaining that defendant's conduct violated section 1 of the Sherman Act, plaintiffs moved for summary judgment. Held, motion granted.6 Defendant does not …