Securities Law Commons^™

The Applicability Of Section 2462'S Statute Of Limitations To Sec Enforcement Suits In Light Of The Remedies Act Of 1990, Catherine E. Maxson

Michigan Law Review

This Note argues that section 2462's limitations period reaches all SEC civil suits for monetary fines but not those SEC actions seeking equitable relief. Part I interprets section 2462 and, in the process, demonstrates that the statute controls SEC enforcement suits for civil penalties. Part II argues that SEC actions requesting injunctions or disgorgement of profits, unlike those seeking monetary fines, are not subject to the time bar. Finally, Part III asserts that SEC administrative enforcement proceedings should not be immune from the statute of limitations found in section 2462 of title 28 because exempting administrative proceedings would be tantamount …

Should Mandatory Written Opinions Be Required In All Securities Arbitrations?: The Practical And Legal Implications To The Securities Industry , Lynn Katzler

American University Law Review

No abstract provided.

Betting The Bank: How Derivatives Trading Under Conditions Of Uncertainty Can Increase Risks And Erode Returns In Financial Markets, Lynn A. Stout

Cornell Law Faculty Publications

On April 12, 1994, Procter & Gamble Co. announced that it had incurred pre-tax losses of $157 million from trading in leveraged interest rate swaps, a form of financial derivative. At the time that figure seemed enormous. Yet within a year, Procter & Gamble's misfortune had been overshadowed by that of Orange County, a wealthy California enclave that lost an estimated $2.5 billion of its investment fund as a result of dealings in reverse-repurchase agreements, inverse floaters, and other arcane instruments. Recent months have seen further losses by investment funds, government entities, and even colleges and Native American tribes. Perhaps …

The Constitutionality Of Multistatute Antitakeover "Schemes" Under The Commerce Clause: Potential Consequences Of The West Lynn Creamery Decision, Jennifer Erdman Shirkey

Washington and Lee Law Review

No abstract provided.

Form U-5 Defamation, Anne H. Wright

Washington and Lee Law Review

No abstract provided.

Re-Engineering Corporate Disclosure:The Coming Debate Overcompany Registration, John C. Coffee, Jr.

Washington and Lee Law Review

Delivered as the 56th Annual John Randall Tucker Lecture on October 1, 2004

Is The Shingle Theory Dead?, Roberta S. Karmel

Washington and Lee Law Review

No abstract provided.

Incorporating State Law Fiduciary Duties Into The Federal Insider Trading Prohibition, Stephen M. Bainbridge

Washington and Lee Law Review

No abstract provided.

Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell, Jr.

Washington and Lee Law Review

No abstract provided.

Central Bank V. First Interstate Bank: Not Just The End Of Aiding And Abetting Under Section 10(B), Carrie E. Goodwin

Washington and Lee Law Review

No abstract provided.

Broker-Dealer Sales Practice In Derivatives Transactions: A Survey And Evaluation Of Suitability Requirements, Daniel G. Schmedlen, Jr.

Washington and Lee Law Review

No abstract provided.

Law And Policy Of Securities Regulation In Korea, Sang-Hyun Song

Washington International Law Journal

This Article describes the regulation of securities in Korea, exploring in detail the Securities Exchange Act of 1962. The current system of registration, disclosure, and enforcement is explained, with special attention given to the regulation of market professionals and of international securities offerings. This Article identifies areas in which the current Korean securities laws need improvement, and concludes that laws governing disclosure and international securities transactions must be improved if the Korean stock market is to continue to grow apace with the Korean economy.

Regulation Of Canadian Capital Markets In The 1990s: The United States In The Driver's Seat, Cally Jordan

Washington International Law Journal

This Article looks at the regulatory techniques that have been adopted in a small but developed market, Canada, in response to the increasing integration of the North American economy and internationalization of capital markets. One of the most comprehensive experiments has been the Multijurisdictional Disclosure System (MJDS) implemented in Canada and the United States in 1991. Based on principles of reciprocal recognition, the MJDS has in fact created greater pressures for harmonization of the two regulatory regimes and, on the Canadian side, prompted regulatory innovations which have attempted to keep Canadian markets in the global game.

The Mandatory Disclosure System And Foreign Firms, Joel Seligman

Washington International Law Journal

This Article examines the disclosure requirements for foreign and domestic securities imposed by the Securities and Exchange Commission, paying special attention to the balance between investor protection and the free flow of capital internationally. As the world economy becomes increasingly global, foreign issuers and their governments, who in the past have had to meet more stringent requirements to issue their securities in the United States, are pushing for less restrictive treatment. This Article describes the progress that has been made towards this end.

Rules On Disclosure And Enforcement In The Philippines, Eduardo De Los Angeles

Washington International Law Journal

The Philippines modeled its first securities laws on the U.S. Uniform Sales of Securities Act, Securities Act of 1933, and the Securities Exchange Act of 1934. In terms of disclosure requirements, the early Philippine laws were more lenient than the U.S. acts, but since 1982 the Philippines has improved its disclosure requirements by implementing its Revised Securities Act. The new Act imposes more consistent reporting rules on issuers and insiders, and levies a broad range of sanctions. Nonetheless, the Revised Securities Act could be improved further by requiring fuller disclosure during registration and by toughening the insider trading provisions. Also, …

Regulation Of The Securities Industry In Singapore, Walter Woon

Washington International Law Journal

This Article focuses on the various legal regimes governing securities regulation in Singapore, with an emphasis on the various mechanisms for enforcing anti-insider trading laws and the disclosure requirements connected with those laws. The new regulations promulgated in the wake of the Pan-Electric scandal of 1986, which sent shock waves through the Singapore stock exchange, are much more stringent than the previous ones. The authorities of the Monetary Authority of Singapore, the Securities Industry Council, and the Stock Exchange of Singapore are discussed as they pertain to insider trading, false trading and market rigging, stock market manipulation, dissemination of false …

Central Bank: The End Of Secondary Liability Under Section 10(B) Of The Securities Exchange Act Of 1934, Stephen H. Brown

Mercer Law Review

In Central Bank of Denver v. First Interstate Bank of Denver, petitioner served as an indentured trustee for bonds issued in 1986 and 1988 to finance public improvements at a planned residential and commercial development. Landowner assessment lien's secured the bonds, and the covenant required the land subject to the lien be worth at least 160 percent of the bond's outstanding principal and interest. The land's developer was to provide petitioner an annual report indicating fulfillment of the 160 percent test. In January 1988, the developer reported to petitioner that land values remained unchanged from the 1986 appraisal. Shortly thereafter, …

Securities Regulation, John L. Latham, Jay E. Sloman

Mercer Law Review

This Article surveys significant cases decided by the United States Court of Appeals for the Eleventh Circuit ("Eleventh Circuit") during 1993 and 1994 in the field of securities regulation. This Article also examines selected United States Supreme Court decisions during this survey period that affect Eleventh Circuit precedent.

Insider Trading By An Issuer Under Japanese Law, Misao Tatsuta

Washington International Law Journal

This Article explores the impact of the 1994 amendments to the Commercial Code on the Japanese Securities and Exchange Law, especially as they pertain to insider trading by stock issuers. The Article identifies limited situations, both in tender offer and public stock market contexts, in which companies may purchase their own stocks. Specifically, the Article addresses the issuer's repurchase plan, the necessary elements of disclosure, and the penalties for non-disclosure. The Article analyzes the amendments and questions their effectiveness in addressing the problem of insider trading.

Regulatory Mechanisms Of Securities Trading In Malaysia (With Special Reference To Insider Trading), Mohd. Ishaque Qureshi

Washington International Law Journal

In 1993, Malaysia established a Securities Commission to make the securities markets more secure and efficient, and to better control insider trading. This Article first presents an overview of the structure of the Securities Commission and the responsibilities of the various divisions and officers. Second, it reviews the common law and statutory law on which the Commission and other government agencies must rely to regulate the securities markets.

Securities Regulation In Thailand: Laws And Policies, Pises Sethsathira

Washington International Law Journal

This Article provides an overview of the new regulatory structure governing capital markets in Thailand as instituted by the Securities Exchange Act of 1992 ("SEA"). Special attention is given to the rules embodied in the SEA as they affect public offerings, fraud, securities businesses, and publicly held companies. The SEA introduces several new concepts to Thai regulation of securities, and these concepts are analyzed, to the extent they can be, given the lack of experience under the new Act.

Rents In Bankruptcy, David G. Carlson

Articles

The article examines the treatment of rent receivables in bankruptcy proceedings, focusing on the tension between secured creditors' rights and the trustee's powers. It argues that rent receivables should be treated as security interests rather than absolute transfers to prevent unfair forfeitures and ensure debtors can use these funds for reorganization under adequate protection.

Order Flow Cases: Jurisdiction, Preemption And Securities Laws; Outside Counsel, Richard L. Stone, Jay Facciolo

Faculty Publications

(Excerpt)

Primary jurisdiction and preemption issues arise in securities class action litigation when alleged violations of state law arise from conduct that is either explicitly or implicitly regulated by the federal securities laws.

These are two distinct theories: one is a matter of administrative law and judicial economy (primary jurisdiction); the other is a matter of constitutional law involving the Supremacy Clause (preemption). To date, there has not been extensive case law involving preemption and the federal securities laws (other than in the blue sky and tender offer areas) and there has been almost no case law on primary jurisdiction …

Inefficiency In The Market For Initial Public Offerings, Jonathan A. Shayne, Larry D. Soderquist

Vanderbilt Law Review

The market for initial public offerings ("IPOs") of common stock is inefficient, and this fact is not reflected in securities law. New statistical evidence shows that, on average, companies go public at times when the general stock market is priced 22.7% higher than its normal level, and that underwriters sell IPO stock at a further 12.5% premium to the prevailing, high market. These two figures are based on the long-term performance of IPOs and comparable non-IPO stocks over the period 1970 to 1990, and are consistent with the beliefs of knowledgeable practicing investors.

The value and number of IPOs varies …

Decreasing The Costs Of Jurisdictional Gridlock: Merger Of The Securities And Exchange Commission And The Commodity Futures Trading Commission, Mark Frederick Hoffman

University of Michigan Journal of Law Reform

Jurisdictional conflict exists between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), primarily due to the language of the 1974 CFTC Act. This Act grants the CFTC exclusive jurisdiction to regulate certain financial instruments which, given the increasing complexity and "hybrid" nature of such instruments, might simultaneously be subject to SEC regulation. This Note first explores the history of the two agencies and the statutory language giving rise to the jurisdictional conflict. This Note then examines several instances of jurisdictional conflict that resulted in extensive costs for the respective agencies and the United States' financial …

Of Securities Law In Haven Jurisdictionspalm Trees Hide More Than Sunshine: The Extraterritorial Application, Howard S. Eberstein

Penn State International Law Review (1982 - 2011)

No abstract provided.

Global Trends In Securities Regulation: The Changing Legal Climate, Dr. Barry A.K. Rider

Penn State International Law Review (1982 - 2011)

No abstract provided.

Cook And The Corporate Shareholder: A Belated Review Of William W. Cook's Publications On Corporations, Alfred F. Conard

Michigan Law Review

A Review of A Treatise on the Law of Stock and Stockholders, as Applicable to Railroad, Banking, Insurance, Manufacturing, Commercial, Business, Turnpike, Bridge, Canal, and Other Private Corporations by William W. Cook

Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

Agreeing To Disagree Over Excessive Trading, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.