Securities Law Commons^™

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

Faculty Scholarship

No abstract provided.

Vii. Corporate & Securities Law

Washington and Lee Law Review

No abstract provided.

7th Annual Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, H. Alexander Campbell, Rutheford B. Campbell Jr., Ivan M. Diamond, Fredrich H. Thomforde, Frederic H. Davis, Cynthia W. Young, C. Craig Bradley Jr, David W. Harper, Gary L. Stage, Garrison R. Cox

Continuing Legal Education Materials

Materials from the UK/CLE 7th Annual Seminar on Securities Law held February 12-13, 1988.

Strange Case Of Fraud On The Market: A Label In Search Of A Theory, Barbara Black

Faculty Articles and Other Publications

Part I of this Article will briefly discuss fraud on the market as a label attached to different factual situations, analyzing Blackie v. Barrack and Shores v. Sklar as two paradigms of the label's application. Part II will discuss the Supreme Court's recent decision in Basic. It concludes that the Court did not analyze definitively fraud on the market, thus leaving open the possibility that a pure causation approach is an appropriate explanation of fraud on the market. The treatment and application of fraud on the market in the lower courts is next analyzed in three groups: those applying Blackie, …

The Shareholder Communication Rules And The Securities And Exchange Commission: An Exercise In Regulatory Utility Or Futility?, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

One of the most difficult problems of corporate governance concerns the relationship between a company and its indirect owners, those who mostly hold shares in street name accounts. Voting rights under state law rests with the record owner (usually a broker, bank or depository), not the beneficial owner. Yet the rules of the Securities and Exchange Commission and the stock exchanges provide a mechanism for ensuring that street name owners in fact can vote their shares. The system is, however, built mostly around the notion that brokers and banks must forward proxy and other materials to beneficial owners, a circuitous, …

The Regulation Of Insider Trading In The United States, United Kingdom, And Japan, Barbara Ann Banoff

Michigan Journal of International Law

Part I of this article will briefly discuss the American laws regulating insider trading; Part II will discuss the law of the United Kingdom; and Part III will discuss the regulation-or, more accurately, the non-regulation-of insider trading in Japan.

Insider Trading Liability Of Tippees And Quasi-Insiders: Crime Shouldn't Pay, 22 J. Marshall L. Rev. 295 (1988), Robert J. Kuker

UIC Law Review

No abstract provided.

The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne

Villanova Law Review (1956 - )

No abstract provided.

Managing Securities Disputes After Mcmahon: A Call For Consolidation And Arbitration, Laura Ginger

Villanova Law Review (1956 - )

No abstract provided.

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

Faculty Scholarship

No abstract provided.

Interest Rate And Currency Swaps, Christian Droop

LLM Theses and Essays

This thesis explores the evolution, mechanics, and risks associated with interest rate and currency swaps, key financial instruments in global markets since the late 1970s. Swaps involve the exchange of predetermined payments in the same or different currencies between parties, aiming to leverage their financial capabilities and reduce transaction risks. By 1987, the volume of outstanding swap transactions exceeded $1.1 trillion, highlighting their significance in capital markets..

The thesis aims to present basic swap transactions, describe associated risks, and discuss current efforts to control these risks through regulatory and contractual measures, which focus on New York law. It also examines …

Accountable Accountants: Is Third-Party Liability Necessary?, Victor P. Goldberg

Faculty Scholarship

Should accountants be liable to third parties if they conduct an audit in negligent manner? A half century ago, in Ultramares Corporation v. Touche, Niven & Co., Cardozo argued that they should not, unless their performance could be characterized as fraud. In recent years, courts in a minority of jurisdictions have concluded that Cardozo's argument is no longer compelling and they have found that "foreseeable" third parties could bring a tort action for ordinary negligence against the accountants. In addition to being subject to tort actions, accountants may also be liable under federal and state securities laws.

Suits against …

Corporate Takeovers: Who Wins; Who Loses; Who Should Regulate, John C. Coffee Jr., Joseph A. Grundfest, Roberta Romano, Murray L. Weidenbaum

Faculty Scholarship

On December 3, 1987, during its 11th Annual Policy Conference in Washington, DC, the American Enterprise Institute convened a panel discussion on "Corporate Takeovers and Insider Trading: Who Should Regulate?" The panelists were John C. Coffee, Jr., professor of law at Columbia University; Joseph A. Grundfest, commissioner at the Securities and Exchange Commission; Roberta Romano, professor of law at Yale Law School; and Murray L. Weidenbaum, Mallinckrodt Distinguished University Professor and director of the Center for the Study of American Business at Washington University. The panel was moderated by Christopher C. DeMuth, president of AEI. The following discussion is drawn …

The Role Of The Market Model In Corporate Law Analysis: A Comment On Weiss And White, Merritt B. Fox

Faculty Scholarship

In a recent article, Elliott Weiss and Lawrence J. White sought to establish that seven decisions of the Delaware courts concerning corporation law had little value in predicting the future conduct of courts and corporations under the Delaware Corporations Law. Weiss and White relied, in part, on a statistical analysis of changes in the prices of publicly traded shares in Delaware corporations to show that the seven studied decisions had no statistically significant market impact.

In this Comment, Professor Fox takes issue with the explanation Weiss and White give for their data. Although the absence of an observed market impact …

The Internationalization Of The Securities Markets: Preface To A Symposium, Joel Seligman

Michigan Journal of International Law

This preface begins by tracing certain of the initial steps taken by the SEC in the internationalization of securities trading. Regulations involving issuers of new securities are discussed in two contexts. First, when foreign private issuers offer securities into the United States, and second, when securities are simultaneously offered in the United States and abroad. The preface concludes by introducing each of the articles in this symposium.

Securities Regulation In The International Marketplace: Bilateral And Multilateral Agreements, Daniel L. Goelzer, Anne Sullivan, Robert Mills

Michigan Journal of International Law

This article examines the experience of the SEC in securities regulation with respect to the international securities markets, focusing first as background upon recent developments in those markets, and then on the actual regulation of issuer disclosure, the trading markets, and enforcement in general. In each of the latter three areas, the article will consider the Commission's direct domestic actions in response to international trade, and compare those with international approaches to establish standards in these areas. This comparison demonstrates that international cooperation can, and should, develop new protections and predictable, common themes of regulation, for disclosure, market regulation, and …

Survey Of National Legislation Regulating Insider Trading, Mary J. Houle

Michigan Journal of International Law

In recent years much attention has been focused on the phenomenon of "insider trading." The United States Securities and Exchange Commission (SEC) now appears to have wide-spread public support for its hard-line approach toward insider trading practices. Previously hostile to a broad prohibition of insider trading, even the Supreme Court has lent a sympathetic ear to the pleas of the SEC in the recent Carpenter case, which hinted at support for the misappropriation theory of insider trading. The prevailing attitude is that confidence in the fair operation of the securities markets must not be undermined by insiders who deprive those …

Survey Of Registration And Disclosure Requirements In International Securities Markets, Scott D. Cohen

Michigan Journal of International Law

This survey of the domestic registration and disclosure requirements in the United Kingdom, the Federal Republic of Germany, France, Australia, Switzerland, the Netherlands, Canada, and Japan provides a topical overview of the institutions, requirements, and procedures involved in securities trading in foreign markets. While the goal of a unified international securities regulation system may represent the best long-term course for an efficient world-wide system of capital markets, the necessity to conform to domestic securities regulations will remain important in the coming years.

The Changing Structure Of The Securities Markets And The Securities Industry: Implications For International Securities Regulation, Aulana L. Peters, Andrew E. Feldman

Michigan Journal of International Law

This article addresses the impact internationalization has had on the world's securities markets with a particular focus on its role in forcing change in the structure of those markets. Part I describes the forces involved in the internationalization process, and analyzes capital movement and other phenomena that demonstrate the extent of internationalization. Next, it reviews the structural changes that securities markets and the securities industry have made in response to the internationalization process. Part II analyzes the measures regulators have taken to address the implications of those developments. Part III discusses the October Market Break and how it illustrates the …

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

Faculty Scholarship

No abstract provided.

Broker-Dealer Responsibility In Reguation D Transacctions, Matthew Joonho Jeon

Fordham Urban Law Journal

The Note examines the responsibilities that a broker-dealer has under section 12(2) of the Securities Act of 1933, in Regulation D transactions. The author concludes that because the private placement market for securities generally consists of those persons who are sophisticated and knowledgeable in financial matters, these investors do not need the full protection of the Securities Act's registration requirements. Consequently, broker-dealers involved in Regulation D transactions should not be required to exercise "due diligence."

Ties That Bond: Duel Class Common Stock And The Problem Of Shareholder Choice, Jeffrey N. Gordon

Faculty Scholarship

Professor Gordon argues that the Securities and Exchange Commission (SEC) should adopt a rule enabling the New York Stock Exchange (NYSE) to maintain its traditional rule forbidding NYSE firms from recapitalizing with dual class common stock After critically evaluating the purported justifications for dual class recapitalizations, Professor Gordon presents empirical data to demonstrate that such recapitalizations may have a negative impact on shareholder wealth. He then describes the collective action and strategic choice problems in shareholder voting that allow managers to win approval for such wealth-reducing recapitalizations. The traditional NYSE rule is a means by which shareholders and managers have …

Exclusive Federal Jurisdiction For Implied Rule 10b-5 Actions: The Emperor Has No Clothes, Margaret V. Sachs

Scholarly Works

Courts have long assumed the existence of exclusive federal jurisdiction over private actions implied from section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5. The result is not only to restrict forum choice for rule 10b-5 claimants but also to generate a host of questions concerning the extent of federal authority: whether rule 10b-5 actions are exempt from the claim and issue preclusive effects of state court decisions; whether state courts can hear defenses and state-created claims that involve rule 10b-5; and whether federal courts can stay rule 10b-5 actions in deference to state court litigation. In …

Hush: The Criminal Status Of Confidential Information After Mcnally And Carpenter And The Enduring Problem Of Overcriminalization, John C. Coffee Jr.

Faculty Scholarship

Each of the last three decades has witnessed an intense public reaction to a distinctive type of "white collar" crime. In the early 1960's, public attention was riveted by the Electrical Equipment conspiracy and the image of senior corporate executives of major firms meeting clandestinely to fix prices. In the mid-1970's, the focus shifted to corporate bribery, as the media ran daily stories regarding questionable payments abroad and illegal political contributions at home. The representative white collar crime of the 1980's is undoubtedly "insider trading." The archetype of this new kind of criminal in the public's mind is Ivan Boesky …

Chinese Wall Or Emperor's New Clothes? Regulating Conflicts Of Interest Of Securities Firms In The U.S. And The U.K., Norman S. Poser

Michigan Journal of International Law

This article has two principal theses. The first is that, while Chinese Walls of securities firms are undoubtedly useful in some instances in preventing the flow of confidential information, the evidence that they actually do this is insufficient to justify basing a legal defense on the existence of a wall in a particular firm. In fact, it is difficult to avoid the conclusion that at some firms the Chinese Wall is nothing but a convenient fiction aimed at avoiding liability for market abuses. The article's second thesis is that the isolation of information within a department of a firm which …

Risk Arbitrage And Insider Trading: A Functional Analysis Of The Fiduciary Concept Under Rule 10b-5, Laurence A. Steckman

Touro Law Review

No abstract provided.

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

Faculty Scholarship

No abstract provided.

The Internationalization Of The Securities Markets: Preface To A Symposium., Joel Seligman

Scholarship@WashULaw

This preface begins by tracing certain of the initial steps taken by the SEC in the internationalization of securities trading. Regulations involving issuers of new securities are discussed in two contexts. First, when foreign private issuers offer securities into the United States, and second, when securities are simultaneously offered in the United States and abroad. The preface concludes by introducing each of the articles in this symposium.

Foreign Securities Offerings In The United States: The Impact Of Sec Clearance Of Denationalized French Stock Issues, John T. Vogel

Vanderbilt Journal of Transnational Law

In response to the growing internationalization of financial markets and the internal deregulation of foreign national securities structures, the United States Government, through the Securities and Exchange Commission (SEC or Commission), has entertained suggestions and has implemented measures to facilitate the flow of capital across United States borders. The world financial community has generally applauded these actions, but has nonetheless continued the call for more reform and liberalization of capital markets. The ideas behind the voices of reform have appeal: less federal regulation means more corporate access to international capital, more opportunities for investors, and a more efficient allocation of …

Taxation Without Premeditation: An Economic Analysis Of The Structure, Regulation And Strangulation Of The Private Activity Bond Market, Kevin Outterson

Faculty Scholarship

Private Activity Bonds (PABs) are private debt issued under the auspices of state governments. The states issued $119.4 billion dollars of long-term PABs in 1985. Utilizing the state government conduit transforms the bond interest into federally tax exempt income. As a result, PABs bear lower interest rates than comparable taxable bonds. PAB financing significantly reduces private capital costs at the expense of the Federal Treasury. The structure of the PAB subsidy is fundamentally flawed. State governments subsidize local businesses and investments with PABs, often in competition with sister states. The states receive significant local benefits, but bear no direct costs …