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Securities Law Commons™

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2000

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Articles 31 - 57 of 57

Full-Text Articles in Securities Law

Remarks, Golden Pen Award, Mary Beth Beazley Jan 2000

Remarks, Golden Pen Award, Mary Beth Beazley

Scholarly Works

Professor Beazley, then President of the Legal Writing Institute, joins her colleagues in presenting the inaugural Golden Pen Award to Arthur Levitt, Chairman of the United States Securities Exchange Commission, for his leadership in requiring plain language in financial disclosure documents, in this transcript of the presentation of the award at the National Press Club, Washington, D.C.

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Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley Jan 2000

Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley

Scholarly Works

The decade of the 1990s produced a series of actions by the United States Supreme Court and by Congress that, collectively, reduced the number of avenues by which plaintiffs relying on federal law may pursue alleged wrongdoers for securities fraud; imposed significant additional requirements on plaintiffs suing under federal securities law; preempted state registration requirements for several classes of securities; and curbed the availability of state courts as an alternative forum in which plaintiffs may pursue securities fraud claims. And yet, in spite of these changes, “Congress, the courts, and the SEC have made explicit that federal regulation was not …

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Is Hedge Fund Regulation Necessary?, Willa E. Gibson Jan 2000

Is Hedge Fund Regulation Necessary?, Willa E. Gibson

Akron Law Faculty Publications

The financial collapse of Long Term Capital Management, L.P., has led federal regulators and financial regulators to question whether additional regulatory constraints on a hedge fund's use of leverage are necessary to protect against financial market disruption. This Article discusses whether additional regulation is needed to protect against the possibility of systemic loss triggered by a hedge fund's excessive use of leverage. After reviewing the existing federal regulations to which hedge funds are potentially subject, this article concludes that private market regulation, through the exercise of more diligent market discipline by both hedge funds and those entities that extend credit …

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Book Review, Mark J. Loewenstein Jan 2000

Book Review, Mark J. Loewenstein

Publications

No abstract provided.

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Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort Jan 2000

Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

This article is an effort to rethink civil liability in capital-raising transactions by large capitalization issuers. After a brief digression about who should set liability standards, the article then addresses two related questions. The first deals with a natural question: Should not the primary regulatory effort for large issuers be to assure continuous disclosure in the secondary marketplace, given the far larger volume of such trading in that market compared to that in primary transactions? Second, if we have developed a satisfactory regime of disclosure responsibilities for this setting, what more, if anything, in terms of liability protection, is needed …

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Don't Sell Out, Sell Bonds: The Pullman Group's Securitization Of The Music Industry, Hewson Chen Jan 2000

Don't Sell Out, Sell Bonds: The Pullman Group's Securitization Of The Music Industry, Hewson Chen

Vanderbilt Journal of Entertainment & Technology Law

Securitization is the selling of debt to investors. In general, securitization converts future income streams like credit card receivables or auto loan payments to present in-pocket cash. Notably, this transformation from future income to current wealth gives the issuer of the security immediate access to cash at less cost than other financing methods such as bank loans. In the 1970s, this technique was applied to the housing industry, and since then, securitization has evolved into greater varieties of income streams, including medical insurance, typhoon insurance, and unused airline tickets. The application of securitization in the entertainment industry, however, remains largely …

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Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, Adam C. Pritchard Jan 2000

Constitutional Federalism, Individual Liberty, And The Securities Litigation Uniform Standards Act Of 1998, Adam C. Pritchard

Articles

This Article proceeds in four parts. Part I provides background on the historical development of constitutional federalism, the Supreme Court's decisions in this area, and the apparent demise of constitutional limits on federal power. Part II then reviews the Court's revival of constitutional federalism over the last decade. Based on this review, I argue that the Supreme Court's current federalism doctrine can be understood as a "constrained libertarianism" that attempts to use constitutional structure as a check on government interference with individual liberty. In this model, states are respected in our constitutional system because of the counterbalance that they provide …

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In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard, Marilyn F. Johnson, Karen K. Nelson, Adam C. Pritchard Jan 2000

In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard, Marilyn F. Johnson, Karen K. Nelson, Adam C. Pritchard

Articles

This Article presents an empirical study of changes in shareholder wealth resulting from the Ninth Circuit Court of Appeals decision in In re Silicon Graphics Inc. Securities Litigation, which interpreted the pleading provision established in the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Congress passed the Reform Act as part of an ongoing effort to protect corporations from abusive suits alleging "fraud by hindsight." In such suits, plaintiffs claimed that a sudden drop in a company's stock price was evidence that the issuer and its management covered up the bad news that led to the price drop. …

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A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch Jan 2000

A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch

Faculty Scholarship

This article analyzes how legal presumptions can mediate between costly litigation and ex ante incentives. We augment a moral hazard model with a redistributional litigation game in which a presumption parameterizes how a court 'weighs' evidence offered by the opposing sides. Strong prodefendant presumptions foreclose lawsuits altogether, but also engender shirking. Strong proplaintiff presumptions have the opposite effects. Moderate presumptions give rise to equilibria in which both shirking and suit occur probabilisitically. The socially optimal presumption trades off agency costs against litigation costs, and could be either strong or moderate, depending on the social importance of effort, the costs of …

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Cross-Border Insider Trading, Donald C. Langevoort Jan 2000

Cross-Border Insider Trading, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

Currently, there is no formal SEC policy on when U.S. insider trading rules (or indeed Rule l0b-5 generally) will be applied extraterritorially. If one can glean anything from SEC action during the last twenty years, it is that the trading site - the use of U.S. market mechanisms - that counts most. Certainly, neither the trader nor the issuer need be U.S.-based. What I wish to do in this paper is articulate what I think is sensible enforcement policy for a nation - whether the U.S. or any other - to adopt. By this, I do not want to focus …

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Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas Jan 2000

Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas

Articles & Chapters

No abstract provided.

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Indirect Causation: A Reminder From The Biblical Goring Ox Rule For Fraud On The Market Securities Litigation, Andrew R. Simmonds Jan 2000

Indirect Causation: A Reminder From The Biblical Goring Ox Rule For Fraud On The Market Securities Litigation, Andrew R. Simmonds

Kentucky Law Journal

No abstract provided.

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"Bright Line," "Substantial Participation," Or Something Else: Who Is A Primary Violator Under Rule 10b-5?, Rodney D. Chrisman Jan 2000

"Bright Line," "Substantial Participation," Or Something Else: Who Is A Primary Violator Under Rule 10b-5?, Rodney D. Chrisman

Kentucky Law Journal

No abstract provided.

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Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel Jan 2000

Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

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Europe And Overseas Commodity Traders V. Banque Paribas London: Zero Steps Forward And Two Steps Back, Paige K. Willison Jan 2000

Europe And Overseas Commodity Traders V. Banque Paribas London: Zero Steps Forward And Two Steps Back, Paige K. Willison

Vanderbilt Journal of Transnational Law

While international securities transactions have become the norm in today's globalized economy, such transactions necessarily implicate the laws of more than one nation, thereby creating both conflict and confusion. Due to the depth and breadth of U.S. securities laws, plaintiffs often prefer to sue in the United States under U.S. law. Yet inappropriately applying U.S. law to transnational transactions may offend notions of comity. This Note discusses the different tools used to decide the following jurisdictional issues. First, under what circumstances do U.S. anti-fraud rules apply to securities transactions? Second, under what circumstances do U.S. registration laws apply? Over the …

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Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent Jan 2000

Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent

Faculty Scholarship

No abstract provided.

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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 Jan 2000

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

Faculty Scholarship

No abstract provided.

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Convergence And Its Critics: What Are The Preconditions To The Separation Of Ownership And Control?, John C. Coffee Jr. Jan 2000

Convergence And Its Critics: What Are The Preconditions To The Separation Of Ownership And Control?, John C. Coffee Jr.

Faculty Scholarship

Recent commentary has argued that deep and liquid securities markets and a dispersed shareholder base are unlikely to develop in civil law countries and transitional economies for a variety of reasons, including (1) the absence of adequate legal protections for minority shareholder, (2) the inability of dispersed shareholders to hold control or pay an equivalent control premium to that which a prospective controlling shareholder will pay and (3) the political vulnerability of dispersed shareholder ownership in left-leaning "social democracies." Nonetheless, this article finds that significant movement in the direction of dispersed ownership has occurred and is accelerating across Europe. To …

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Executives And Hedging: The Fragile Legal Foundation Of Incentive Compatibility, David M. Schizer Jan 2000

Executives And Hedging: The Fragile Legal Foundation Of Incentive Compatibility, David M. Schizer

Faculty Scholarship

Options are granted to executives to inspire better performance by tying pay to the employer's stock price. Yet this incentive rationale no longer holds if executives can use the derivatives market to simulate a sale of their options, a practice known as hedging. This Article evaluates the effectiveness of existing legal constraints on hedging by executives, including limits derived from contract, securities and tax law. Although investment bankers have been searching for ways around these constraints, the bottom line is that, at least for now, executives are unable to hedge option grants: While contractual limits are rare, the securities law …

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A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin Jan 2000

A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin

Michigan Law Review

The literature on private ordering systems has expanded exponentially over the last decade. Yet, very few scholars have actually attempted to define the term "private ordering" - a failure that sometimes leads to confusion. Some scholars identify private ordering with non-state ordering. According to this view, the private legal systems Robert Ellickson, Lisa Bernstein, McMillan & Woodruff, Mark West, and others have investigated are "private" simply because their norms are not manufactured or enforced by the state. The alternative view emphasizes the decentralized feature of private ordering systems. Robert Ellickson, for example, studied "how people manage to interact to mutual …

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Laws Governing Bank Securities Activities In The United States, Hanning Zhang Jan 2000

Laws Governing Bank Securities Activities In The United States, Hanning Zhang

LLM Theses and Essays

This thesis analyzes the previous regulatory approach to bank investment activities in the United States and its effects on the banking industry, discusses regulatory changes that expanded banking powers, reviews the new legislation and potential problems in the current movement of financial reform, and suggests some solutions. Chapter II reviews previous statutory regimes on bank securities activities, including those separating traditional and investment banking under the Glass-Steagall Act and Bank Holding Company Act. The regulatory regime under the E.U. banking system is addressed to give an example of successful deregulation, by which universal banks may fully enjoy the rapid changing …

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Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil Jan 2000

Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil

LLM Theses and Essays

This thesis is an effort to evaluate the structural changes that have taken place in the securities market of the United States and its impact on securities disclosure regime mandated by the Federal Securities Act. Part 2 of the thesis discusses the securities disclosure regime and its underlying economic theories. This part also traces the challenges posed by technology and takes a quick look at the argument that the traditional norms are incompatible in dealing with those challenges. Part 3 deals primarily with structural developments in the securities market over the past five years by examining some of the innovative …

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The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar Jan 2000

The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar

LLM Theses and Essays

The purpose of the present thesis is to let French lawyers know which step they need to take in order to best assist their client in securing a more solid investment. Lenders want to be protected. Lenders want to be sure that they can use the intellectual property rights in a commercial environment free from superior claims by third parties. In other words, a lender who provides a large loan to a borrower wants to know how and where its security interest will be perfected and what is the best way for him to have priority over other claims. This …

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The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park Jan 2000

The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park

LLM Theses and Essays

Mutual funds and hedge funds are popular forms of investment in the United States and throughout the world. Mutual funds are regulated by securities' regulators in the United States. Hedge funds, however, are not regulated because of their operational flexibility in investment. U.S. regulators are concerned that if they regulate hedge funds, hedge funds will, along with their economic benefits, emigrate to offshore havens. However, if we consider the importance of the American financial markets in the world, this idea can be dismissed. Due to globalization in the capital markets, small events in the United States can have large effects …

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A Normative Analysis Of New Financially Engineered Derivatives, Peter H. Huang Jan 2000

A Normative Analysis Of New Financially Engineered Derivatives, Peter H. Huang

Publications

This Article analyzes whether the introduction of new derivative assets makes a society better or worse off. Because trading such non-redundant derivatives produces new distributions of income across time and over possible future contingencies, individuals can utilize such financial instruments to hedge risks not possible before the introduction of these assets. Thus, it may seem that new derivatives unambiguously benefit society. In fact, introducing sufficiently many new derivatives completes asset markets. Asset markets are complete if trading on them can attain every possible payoff pattern of wealth across time and over possible future contingencies. The first fundamental theorem of welfare …

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Teaching Corporate Law From An Option Perspective, Peter H. Huang Jan 2000

Teaching Corporate Law From An Option Perspective, Peter H. Huang

Publications

No abstract provided.

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Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec Jan 2000

Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec

Faculty Scholarship

In this article, I analyze the motivations underlying the actions of "rogue traders" - market professionals who engage in unauthorized purchases or sales of securities, commodities or derivatives, often for a financial institution's proprietary trading account - and the motivations of the managers or supervisors who are assigned to oversee such traders. After beginning with the observation that rogue trading incidents are neither new nor isolated events, I argue that the continued existence of pervasive rogue trading has remained a mystery for industry observers, particularly given both the extensive legal regime and formal institutional policies apparently designed to curb such …

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