Securities Law Commons^™

Central Bank V. First Interstate Bank: Plain Language And The Implied Private Right Of Action Under Section Loch) And Rule 10b-5, T. James Lee Jr.

BYU Law Review

No abstract provided.

The Scienter Requirement And Wash Trading In Commodity Futures: The Knowledge Lost In Knowing, Charles R.P. Pouncy

Cardozo Law Review

On September 1, 1990, the Commodity Futures Trading Commission ("CFTC" or "Commission") issued a complaint and notice of hearing in which it alleged, inter alia, that on over sixty occasions during the period of June 23, 1987 through September 17, 1987, brokers on New York City's Coffee, Sugar, and Cocoa Exchange had executed wash trades on behalf of a number of Japanese foreign brokers. Wash trading, which is prohibited by section 4c of the Commodity Exchange Act ("the Act"), consists of the simultaneous purchase and sale of the same number of futures contracts at the same or very similar …

The Sec At Sixty: A Reply To Professor Macey, David L. Ratner

Cardozo Law Review

The January 1994 issue of the Cardozo Law Review featured a symposium on the sixtieth anniversary of the creation of the Securities and Exchange Commission ("SEC" or the "Commission") and the commencement of federal regulation of securities trading in the United States. This is certainly an anniversary worthy of note; unfortunately, the one Article in the symposium devoted to offering a broad ranging appraisal of the SEC's record was so one-sided and inadequate that a reader could be excused for wondering why we ever set up a system of securities regulation at all, let alone celebrate its continuing existence. The …

Choosing The Law Governing Perfection: The Data And Politics Of Article 9 Filing, (With C. Mooney, Jr.). , Steven L. Harris

All Faculty Scholarship

No abstract provided.

Negotiability, Electronic Commercial Practices, And A New Structure For The Ucc Article 9 Filing System: Tapping The Private Market For Information Technology, (With C. Mooney, Jr.). , Steven L. Harris

All Faculty Scholarship

No abstract provided.

The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman

Michigan Law Review

As a matter of analytical style, this article illustrates a contextualist approach. For a considerable period of time, the dominant analytical style in corporate and securities .law has been a variant of economic, or law and economics, analysis. The virtue of this type of analysis is that it focuses on what its authors deem to be crucial variables and reaches conclusions derived from the core of a specific legal problem. The defect of this type of analysis is that so much is assumed or often assumed away.

Producing Information: Initial Public Offerings, Production Costs, And The Producing Lawyer, Manuel A. Utset

Scholarly Publications

No abstract provided.

Disciplining Managers: Shareholder Cooperation In The Shadow Of Shareholder Competition, Manuel A. Utset

Scholarly Publications

No abstract provided.

Gustafson V. Alloyd Co.: The Continued Shrinking Of Private-Plaintiff Remedies Under The 1933 Securities Act, Laura K. Bancroft

Loyola University Chicago Law Journal

No abstract provided.

The "Great Fall": The Consequences Of Repealing The Glass-Steagall Act, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Glass-Steagall separated banking and securities activities from the Great Depression through much of the 1990s. By 1995, the Act was viewed as an anachronism, a dinosaur that in a deregulatory era ought to go.

In fact, Glass-Steagall had a significant impact on the vibrancy of the securities markets by preventing underwriting and other capital raising functions from becoming dominated by banks. Instead, the Act enabled the development of a strong securities industry that had as its primary purpose capital raising. This contributed to the strengths of the US capital markets. Evidence from Japan and Germany suggest that without some type …

Order From Disorder: The Development Of The Russian Securities Markets, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Vasiliev's words summed up the process of legal reform of the Russian securities markets since the onset of privatization in 1992. These words amounted to stark recognition that effective and organized markets would emerge only when participants were sufficiently ready for such advancement. In many respects, this required a period of disorganization and abuse, with the abuse itself fostering an environment of reform. The Russian securities markets were abuse ridden and disorganized. No central trading markets existed. Participants operated in an environment devoid of useful information. Managers and outside shareholders had an antagonistic relationship, with constant conflict the norm. Operating …

Bank Growth In The Investment Company Industry: Do Guidelines Issued By The Comptroller Of The Currency Compensate For Bank Exclusion From Statutory Provisions Of The Federal Securities Laws Defining "Broker/Dealer" And "Investment Adviser?", Paul A. Caldarelli

Campbell Law Review

Under the current regulatory scheme, banks directly engaged in mutual fund activities are regulated under the federal banking laws by the Office of the Comptroller of the Currency, whereas bank subsidiaries and non-bank affiliates engaged in mutual fund activities must be registered broker-dealers that are subject to Securities and Exchange Commission regulation under the federal securities laws. The regulatory tools provided to the banking regulators by the federal banking laws were designed to provide for the protection of depositors and for the safety and soundness of the bank. The remedies available under the federal banking laws dealing with violations involving …

Justice Blackmun And Securities Arbitration: Mcmahon Revisited, James A. Fanto

Faculty Scholarship

No abstract provided.

Aftermath Of Central Bank Of Denver: Private Aiding And Abetting Liability Under Section 10(B) And Rule 10b-5, David J. Baum

American University Law Review

No abstract provided.

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

Law Faculty Scholarly Articles

This Article explains the failings of the Securities and Exchange Commission in dealing with resales of securities and suggests an appropriate statutory and policy framework for a principled approach to the matter. Part I of this article is an introduction to this issue. Part II of this Article describes the present situation regarding the law of resales. Part III of this Article offers a series of broad observations about resales under the 1933 Act, suggests an economic analysis for the registration provisions of the 1933 Act, and presents some more specific recommendations concerning resale rules.

Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson

Faculty Scholarship

Unlimited shareholder liability would radically change the way we look at corporations. In an unlimited-liability world, one part at least of the veil between corporation and shareholder would no longer exist. As a result, the relationship between corporation and shareholder would be, both in law and in fact,much closer than it is currently. The two parts of this change-the legal and the factual-would reinforce each other. The legal change would be reflected in court decisions enforcing unlimited liability Regardless of the exact contours that decisions in this area took initially, there would be at least some shareholders-mutual funds, for example--whom …

Competition Versus Consolidation: The Significance Of Organizational Structure In Financial And Securities Regulation, John C. Coffee Jr.

Faculty Scholarship

It's as predictable as the swallows' return to Capistrano. At the outset of each new Administration, a Presidential Task Force proposes a restructuring of the federal administrative agencies. New developments in rapidly evolving markets, it is argued, require a consolidation of agencies to generate a broader perspective, to create a "level playing field," and to end the possibility of a "race to the bottom" (to the extent that market participants can opt for one regulatory system over another). The proposal draws little overt criticism, but turf-conscious agencies quietly mobilize their constituencies to oppose the reform. The first sign of trouble …

Not Just A Private Club: Self Regulatory Organizations As State Actors When Enforcing Federal Law, Richard L. Stone, Michael A. Perino

Faculty Publications

In the Securities Exchange Act of 1934, Congress enacted a comprehensive scheme for regulating the national securities markets. Pursuant to that scheme, the Securities and Exchange Commission was given ultimate authority to enforce the newly enacted securities laws against market participants. The Exchange Act also created a prominent enforcement role for national securities exchanges, like the New York Stock Exchange. Congress required these self-regulatory organizations as a condition for their continued operation to enforce, among other things, compliance by their members with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The SROs were also given …

Is The Shingle Theory Dead?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Mandatory Disclosure System And Foreign Firms: Securities Regulation In The Apec Countries., Joel Seligman

Scholarship@WashULaw

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.

The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman

Scholarship@WashULaw

As a matter of analytical style, this article illustrates a contextualist approach. For a considerable period of time, the dominant analytical style in corporate and securities .law has been a variant of economic, or law and economics, analysis. The virtue of this type of analysis is that it focuses on what its authors deem to be crucial variables and reaches conclusions derived from the core of a specific legal problem. The defect of this type of analysis is that so much is assumed or often assumed away.

The Sec's Unfinished Soft Information Revolution, Joel Seligman

Scholarship@WashULaw

The transformation of the Securities and Exchange Commission's mandatory disclosure system represents the single most important development in the agency's greater than sixty years' experience administering disclosure requirements. Since the early 1970s, the SEC has shifted its emphasis from historical or "hard" information to its current emphasis on forward-looking information. This transformation can be termed the "soft information revolution" in the SEC's mandatory disclosure system. In terms of investor protection, the SEC's emphasis on forward-looking information has significantly improved the quality of what is mandatorily disclosed.

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

Faculty Scholarship

Statutory obsolescence is the fate of all legislation. At some point in the natural "life cycle" of any statute, courts tend to move from purposive statutory construction, focused on the actual legislative intent, to greater deference towards administrative expertise as they implicitly recognize that the original legislative intent no longer fits the contemporary institutional landscape. Given that the federal securities laws were passed during the 1930s, they have now entered the geriatric zone where their possible obsolescence must be considered. Some academics have already called for the SEC's elimination on precisely this basis. Practitioners complain about the "metaphysical" and "hypertechnical" …

The Value Of Public-Notice Filing Under Uniform Commercial Code Article 9: A Comparison With The German Legal System Of Securities In Personal Property, Jens Hausmann

LLM Theses and Essays

In contrast to the public-notice filing system under U.C.C. Article 9, the modern German law of securities in personal property lacks publicity of security interests. The German courts have developed a mesh of priority rules exhaustively described in this analysis. Despite the costs and risks arising under the formal filing system, the U.C.C. accomplishes a preferable balance of interests involved in secured transactions. It assures certainty to creditors about the priority of security interests in particular assets, whereas the German law comprehensively recognizes the debtor’s interest in the secrecy of the transaction and the need for external capital. Regarding the …

The Misappropriation Theory Of Insider Trading: Its Past, Present, And Future, Troy Cichos

Seattle University Law Review

In this Comment, I discuss the evolution and current application of the misappropriation theory of insider trading and argue that it simply strays too far from the fraud tenets of Section 10(b) and Rule 10b-5. A thorough understanding of the misappropriation theory is possible only if one understands how it diverges from the classic theory of insider trading. Therefore, in Section II, I discuss the evolution and present doctrine of classic insider trading. The discussion in this Section focuses on major cases in the development of this theory. Section III presents the misappropriation theory of insider trading. Section III focuses …