Securities Law Commons^™

Municipal Securities And State Securities Laws: A New Look, Michael Newman

University of Baltimore Law Review

The Uniform Securities Act exempts from registration the offerings of municipal or tax exempt securities. Although a number of jurisdictions have adopted the Uniform Act, they have not uniformly applied this exemption. The author examines various state registration schemes with reference to the specific types of municipal securities: general obligation bonds, revenue bonds, and industrial development bonds. He proposes statutory changes that accomplish the purposes for the exemption, yet simply the offerings of municipal securities.

State Limited And Private Offering Exemptions: The Maryland Experience In A National Perspective, Mark A. Sargent

University of Baltimore Law Review

A limited or private offering of securities exempted from federal registration still may have to be registered in one or more states, because the state exemptions for these transactions are often different from the available federal exemptions. These differences, however, do not reflect a principled allocation of regulatory responsibilities between the Securities and Exchange Commission and the state securities administrators, but rather derive from historical, philosophical, and structural differences between the federal and state securities laws. Recent reforms of the federal exemptive system have produced new concern about the impact of these differences on the capital formation process, and have …

Comments: Requiring Criminal Defendants To Prove Blue Sky Exemptions: A Question Of Due Process, Anthony J. Dipaula

University of Baltimore Law Review

The Uniform Securities Act, which has been adopted in nearly every state, places the burden of proving an exemption from its blue sky registration provisions on the person claiming the exemption. Although some courts have interpreted this to mean the defendant has only the burden of raising the issue of exemption, most courts have placed the entire burden of persuasion on the defendant. This comment examines both rules to determine whether they are constitutional in light of the Supreme Court decisions on shifting burdens.

Casenotes: Blue Sky Law — New York Blue Sky Law Antifraud Provision Used To Impose Criminal Liability On Attorney Who Engaged In Insider Trading. People V. Florentino, 116 Misc. 2d 692, 456 N.Y.S.2d 638 (N.Y. Crim. Ct. 1982), Ralph V. Partlow Iii

University of Baltimore Law Review

No abstract provided.

Bibliography: State Securities Regulation, Gary David Raffel

University of Baltimore Law Review

No abstract provided.

Casenotes: Securities Fraud — Rule 10b-5 — Tippee Liability Requires Breach Of Fiduciary Duty By Tipper, And Tippee's Knowledge Of The Breach. Dirks V. Sec, 103 S. Ct. 3255 (1983), Nancy I. Knapp

University of Baltimore Law Review

No abstract provided.

Comments: Maryland Statutory And Common Law Remedies For Misrepresentation In Securities Transactions, Robert L. Humphreys Jr.

University of Baltimore Law Review

Victims of misrepresentation in securities transactions generally bring their claims into federal court under Rule 10b-5. Because some courts have constricted the scope of this federal remedy, other means of relief for misrepresentation have assumed greater importance. This comment explores Maryland's statutory and common law remedies and discusses certain advantages available through these avenues of relief.

Death And Subordination Under Article 9 Of The Uniform Commercial Code: Senior Buyers And Senior Lien Creditors, David G. Carlson

Cardozo Law Review

No abstract provided.

The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton Jr.

Cardozo Law Review

No abstract provided.

Federal Security Laws And Their Applicability To The Sale Of A Business: An Appeal For Regulatory Action, 17 J. Marshall L. Rev. 393 (1984), John W. Blenke Jr.

UIC Law Review

No abstract provided.

When Is A Car A Bicycle? And Other Riddles: The Definition Of A Security Under The Federal Securities Laws, Tom Arnold

Articles, Chapters in Books and Other Contributions to Scholarly Works

No abstract provided.

An Uneasy Relationship Between The Bankruptcy Reform Act And The Uniform Commercial Code: Delayed And Continued Perfection Of Security Interests, George L. Dawson

UF Law Faculty Publications

The widespread adoption of article 9 of the Uniform Commercial Code in the 1950s and 1960s resulted in an ‘uncertain correlation’ between state personal property security law and the Bankruptcy Act of 1898. Although the Bankruptcy Act of 1898 frequently relied upon existing state law to determine the validity of a secured creditor's interest in the personal property of a bankruptcy debtor, its provisions were more compatible with pre-Code personal property security law. As a result, courts often struggled to reconcile the meanings of the two statutes.

The enactment of the Bankruptcy Reform Act of 1978 held out the promise …

The Issuer's Paper: Property Or What? Zero Basis And Other Income Tax Mysteries, Elliott Manning

Articles

No abstract provided.

Are Targets Of Sec Investigations Entitled To Notice Of Subpoenas Issued To Third Parties?, Carole Silver

Articles by Maurer Faculty

No abstract provided.

Shelf Registration, Integrated Disclosure, And Underwriter Due Diligence: An Economic Analysis, Merritt B. Fox

Articles by Maurer Faculty

No abstract provided.

Redeeming Securities Through Equity Funding: The Security Holder's Dilemma

Washington and Lee Law Review

No abstract provided.

Massachusetts Securities Regulation: In Search Of The Fulcrum, Stephen M. Honig

University of Baltimore Law Review

The Massachusetts Securities Division and representatives of the Massachusetts Securities Bar are currently reevaluating Massachusetts blue sky regulation. In this article, the author reviews the existing practices, and concludes that the Division has waivered between adopting a merit review or disclosure approach to regulation of registered and exempt offerings. The author concludes that vigorous merit review is unjustified under the Massachusetts statute, and advocates fundamental reform of existing practices to ensure certainty in regulation and national uniformity.

The Constitutionality Of Section 9-504(3) Of The Uniform Commercial Code: A Question Of State Action And Procedural Due Process, Abe Rappaport

Cardozo Law Review

No abstract provided.

Market Failure And The Economic Case For A Mandatory Disclosure System, John C. Coffee Jr.

Faculty Scholarship

Recent academic commentary on the securities laws has much in common with the battles fought in historiography over the origins of the First World War. The same progression of phases is evident. First, there is an orthodox school, which tends to see historical events largely as a moral drama of good against evil. Next come the revisionists, debunking all and explaining that the good guys were actually the bad. Eventually, a new wave of more professional, craftsmanlike scholars arrives on the scene to correct the gross overstatements of the revisionists and produce a more balanced, if problematic, assessment.

Special Project -- Legal Issues Arising From The Mexican Economic Crisis, Robert L. Morgan --, J. Robert Paulson, Jr., Fred A. Frost, Terrence L. Dugan, Cynthia L. Wells, G. Wilson Horde, Iii, Judith B. Anderson

Vanderbilt Journal of Transnational Law

The economic crisis in Mexico, which profoundly altered the financial and political course of that nation, has also had a significant impact on persons and corporations having business ties to Mexico. Foreign investors and businesses now are required to follow new Mexican rules that often differ dramatically from those previously in effect. The impact of the crisis has not been confined to changes in Mexican law. A substantial number of issues have arisen that will have significant bearing on United States and international law.

The Special Project discusses the changes in the legal environment following the crisis, with its focus …

Case Digest, Law Review Staff

Vanderbilt Journal of Transnational Law

THE UNITED STATES MAY EXERCISE JURISDICTION OVER PERSONSON A "STATELESS" VESSEL WITHOUT SHOWING A NEXUS BETWEEN THE VESSEL AND THE UNITED STATES--United States v. Pinto-Mejia, 720 F.2d 248 (2d Cir. 1983).

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ALIEN RETAINS RIGHT TO DEPORTATION PROCEEDING AFTER RETURNING FROM AUTHORIZED DEPARTURE NOTWITHSTANDING THAT IMMIGRATION AND NATURALIZATION SERVICE PERMISSION TO DEPART WAS STYLED AS AN "ADVANCE PAROLE"--Joshi v. District Director, Immigration and Naturalization Serv., 720 F.2d 799 (1983).

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NO VIOLATION OF INTERNATIONAL LAW WHEN EQUIPMENT LOCATED IN UNITED STATES RECORDS TRANSNATIONAL TELECOMMUNICATIONS--United States v. Romano, 706 F.2d 370 (2d Cir. 1983).

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UNITED STATES MANUFACTURERS HAVE A CAUSE …

Erosion Of The Privity Requirement In Section 12(2) Of The Securities Act Of 1933: The Expanded Meaning, Patricia A. O'Hara

Journal Articles

Section 12(2) of the Securities Act of 1933 provides a securities purchaser with an express cause of action against his seller if the purchaser can establish that the seller used interstate commerce or the mails to offer or sell a security by means of a written or oral communication which misstated or omitted to state a material fact of which the purchaser was unaware. Upon proof of the foregoing, the purchaser is entitled to rescind his purchase or, in the event he no longer owns the security, to recover equivalent damages unless the seller sustains the burden of proving that …

Shelf Registration, Integrated Disclosure, And Underwriter Due Diligence: An Economic Analysis, Merritt B. Fox

Faculty Scholarship

In a recent article, Professor Barbara Banoff mounted a spirited defense of the Securities and Exchange Commission's decision to adopt permanently Rule 415 under the Securities Act of 1933 (Securities Act). Rule 415 permits the registration of securities that an issuer intends to "put on the shelf'' rather than sell immediately. By having a block of "shelf registered" securities available, an issuer avoids the delay of the registration process once the decision is made to proceed with a sale. Shelf registration also gives an issuer the flexibility to seek bids from a group of competing underwriters and bypasses the traditional …

The Mechanisms Of Market Efficiency, Ronald J. Gilson

Faculty Scholarship

Of all recent developments in financial economics, the efficient capital market hypothesis ("ECMH") has achieved the widest acceptance by the legal culture. It now commonly informs the academic literature on a variety of topics; it is addressed by major law school casebooks and textbooks on business law; it structures debate over the future of securities regulation both within and without the Securities and Exchange Commission; it has served as the intellectual premise for a major revision of the disclosure system administered by the Commission; and it has even begun to influence judicial decisions and the actual practice of law. In …