Securities Law Commons^™

The Anticompetitive Effect Of Passive Investment, David Gilo

Michigan Law Review

There are many cases in which a firm passively invests in its competitor. For example, Microsoft passively invested in $150 million worth of the nonvoting stock of Apple, its historic rival in the operating systems market. Also, in November 1998, Northwest Airlines, the nation's fourth-largest airline, purchased 14% of the common stock of Continental Airlines Inc., the nation's fifth-largest (and fastest growing) airline. Northwest competes with Continental on seven routes, serving 3.6 million passengers per year. In another example, TCI, the nation's largest cable operator, became a passive investor with a 9% stake (which can be increased, under the terms …

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

As we move into the Twenty-First Century, state blue sky laws and regulations continue to govern a significant portion of the capital formation activities of our domestic businesses. As a result, state administrators, influenced by their historically informed preferences and local traditions, continue to play important roles when businesses attempt to access external capital sources.

Today, however, the effects of state blue sky laws, regulations, and administrators on capital formation are felt almost exclusively by small businesses. The capital formation activities of larger businesses generally have been freed from state control, most recently by the preemption contained in the National …

Measuring Securities Market Efficiency In The Regulatory Setting, Randall Thomas, James F. Cotter

Vanderbilt Law School Faculty Publications

In the "Aircraft Carrier," the Securities and Exchange Commission (SEC) proposed changes in federal securities disclosure requirements in an attempt to enhance and facilitate the process of issuing new securities. Under the proposed regulatory regime, the registration process would be simplified so that many larger, more experienced issuers would be able to use a new, shorter registration statement called Form B (as opposed to the more extensive Form A) whenever they sell securities to the public. To qualify to use Form B, a company with at least twelve months reporting history under the Exchange Act must either have a public …

Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz

Michigan Telecommunications & Technology Law Review

How much should an investor pay for one share of stock in Yahoo? Or a share of stock in America Online? As publicly traded companies, one need only consult the stock charts in any local newspaper to determine the value the market has placed on these shares. Despite what many Internet sector analysts have professed to be astronomically high valuations, these publicly traded companies possess easily verifiable valuations determined by the free market forces that constitute the building blocks of our economy, and safeguarded by the oversight of federal regulators such as the Securities & Exchange Commission ("SEC"). But what …

Pleading Under Section 11 Of The Securities Act Of 1933, Krista L. Turnquist

Michigan Law Review

The Securities Act of 1933 ("Securities Act") requires full and fair disclosure of the nature of securities sold in interstate and foreign commerce. Section 11 of the Securities Act prohibits false or misleading registration statements. It also provides buyers a private remedy for false or misleading statements against any signer of the registration statement, any partner or director of the issuer, any professional involved in preparing or certifying the statement, and any underwriter. The rule appears simple: if there is a material misstatement or omission in the registration statement, the buyer may sue the seller. Courts disagree, however, over how …

Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro

Brigham Young University Journal of Public Law

No abstract provided.

Father Knows Best: Revised Article 8 And The Individual Investor, Francis J. Facciolo

Florida State University Law Review

No abstract provided.

Disappearing Without A Trace: Sections 11 And 12(A)(2) Of The 1933 Securities Act, Hillary A. Sale

Washington Law Review

The judicially created tracing requirement thwarts the remedial sections of the 1933 Securities Act (the "Securities Act") by requiring shareholders to prove the impossible—that their securities were actually issued in the questioned offering. Since 1967, courts addressing this issue have, without question, adopted a requirement for section 11 that plaintiff-shareholders trace their shares to the offering. Recently, courts have expanded it to apply to section 12(a)(2) as well. For any but the first purchases of a share of stock, this requirement has always been virtually impossible to meet. Courts have also used the 1995 opinion in Gustafson v. Alloyd Co. …

The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans …

Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black

Journal of Legal Education

No abstract provided.

A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist

Washington and Lee Law Review

No abstract provided.

10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the UK/CLE 10th Biennial Midwest/Midsouth Securities Law Conference held in February 2000.

Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai

Faculty Articles and Other Publications

Lynn Bai of the Hong Kong Securities and Futures Commission outlines the new risk-based calculation method for brokers' contributions to the stock clearing fund.

Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black

Faculty Articles and Other Publications

In the fall of1997 Pace University School of Law established one of the first law school clinics to provide student assistance to small investors who have disputes with their broker-dealers. What follows is a brief account of the clinic's educational objectives, an analysis of the initial organizational issues, and a report on the clinic's operation during its first two years. I am writing this in the hope that it will provide guidance and assistance to other law schools that contemplate establishing a securities arbitration clinic.

This is a nuts-and-bolts article written from the perspective of an experienced law professor who …

Corporate Governance In The Former Soviet Union: The Failure Of The Self-Enforcing Model, J. Robert Brown Jr., Kostyantyn Shkurupiy

Sturm College of Law: Faculty Scholarship

With the fall of the Soviet Union, a number of newly independent countries emerged, many of them attempting to put in place market based institutions and legal regimes. A number of corporate scholars from the United States participated in the development of these legal regimes. In the area of corporate law, problems arose from poor draftsmanship, lack of adequate expertise and institutions, poorly functioning courts, the problem of hold over directors from the Soviet period, and corruption. As a result of these and other factors, traditional corporate statutes of the type used in most developed countries did not work effectively. …

Dangerous Territoriality Of American Securities Law: A Proposal For An Integrated Global Securities Market, The , John G. Moon

Northwestern Journal of International Law & Business

Market participants, academicians, and governmental officials debated how the United States government should structure multiple securities exchanges for several years before Congress mandated the establishment of the National Market System in the 1975 Amendments to the Securities Exchange Act of 1934. During the intervening twenty-five years, recurring issues concerning the transparency, fragmentation, and fairness of the National Market System have remained unresolved. Recently, the globalization of securities markets and the development of Internet technology that permits cost-effective transnational securities trades and markets have exacerbated these issues. In fact, Internet technology makes the development of an integrated global securities market not …

Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox

Northwestern Journal of International Law & Business

The symposium issue is a nice microcosm of the competition law issues facing the world. It presents the tensions between national control and world integration. It presents the twin, conflicting impulses to eschew internationalization, hoping to do well enough by deepened positive comity (Waller), and to embrace internationalization at least cautiously to address concerns where unharnessed operation of national interests obstructs efficient solutions and where internationalization is most likely to sidestep the political landmines (Fiebig).

Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes

Faculty Publications

This Article examines the implications of this practice under the disclosure obligations imposed by federal securities laws and concludes that the current disclosure is materially misleading, particularly in light of the failure to disclose the selective application of the penalties. Moreover, the selective application of the penalties casts significant doubt on whether these offerings can be considered “fixed price” offerings, which would mean that cursory disclosure of the practice would not suffice.

The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Disorderly Conduct: Day Traders And The Ideology Of "Fair And Orderly Markets", Caroline Bradley

Articles

No abstract provided.

Stock Market Insider Trading: Victims, Violators And Remedies - Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect, William K.S. Wang

Villanova Law Review (1956 - )

No abstract provided.

Empirical Insight And Some Thoughts On Future(S) Investigation: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', A.W. Brian Simpson

Michigan Law Review

Some considerable number of years ago, when I was in Chicago, I had a plan to undertake a general study of the origins of futures markets. They fascinated me for a variety of reasons, one being their bizarre nature: traders meeting together, usually in some form of ring, in order to sell, on a huge scale, quantities of commodities which they neither possess, nor intend to possess, to other traders, who have not the least wish to receive such commodities, and nowhere to put them if they did. At first sight it appears a weird perversion of the institution of …

Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

"Click Here To Buy The Next Microsoft": The Penny Stock Rules, Online Microcap Fraud, And The Unwary Investor, Kevin C. Bartels

Indiana Law Journal

No abstract provided.

Privatizing Regulation: Whistleblowing And Bounty Hunting In The Financial Services Industries, Henry Ordower, James Fisher, Ellen F. Harshman, William B. Gillespie, Leland Ware, Fred C. Yeager

All Faculty Scholarship

Addresses use of whistleblowers and suggests private enforcement methodologies to supplement or supplant public enforcement activities in financial services under new law.

Securities Regulation In The Electronic Era: Private Placements And The Internet, Todd A. Mazur

Indiana Law Journal

No abstract provided.

Patching A Hole In The Jobs Act: How And Why To Rewrite The Rules That Require Firms To Make Periodic Disclosures, Michael D. Guttentag

Indiana Law Journal

Provisions in the Jumpstart Our Business Startups Act of 2012 have made it much easier for firms to avoid federal periodic disclosure obligations, but these provisions were enacted based upon a virtually nonexistent legislative record and upended rules established only after careful consideration almost fifty years earlier. Determining when firms should be required to comply with federal periodic disclosure requirements is best done in the context of a broader understanding of the history and economics of periodic disclosure regulation. This Article provides such an understanding.

The history of periodic disclosure regulation in the United States is traced back to its …

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

Transcript of a panel on a scholar's approach to corporation law.

Depoliticizing Financial Regulation, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.