Securities Law Commons^™

Explaining The Value Of Transactional Lawyering, Steven L. Schwarcz

ExpressO

This article attempts, empirically, to explain the value that lawyers add when acting as counsel to parties in business transactions. Contrary to existing scholarship, which is based mostly on theory, this article shows that transactional lawyers add value primarily by reducing regulatory costs, thereby challenging the reigning models of transactional lawyers as “transaction cost engineers” and “reputational intermediaries.” This new model not only helps inform contract theory but also reveals a profoundly different vision than existing models for the future of legal education and the profession.

Ringing The Bell On The Nyse: Might A Nonprofit Stock Exchange Have Been Efficient?, Stephen F. Diamond

ExpressO

Abstract

This spring the New York Stock Exchange, Inc. (Exchange or NYSE) completed an historic restructuring. On March 7, 2006, the NYSE completed its merger with Archipelago Holdings Inc. (Archipelago), a publicly traded electronic trading platform. As a result, the old NYSE itself became the New York Stock Exchange LLC, a wholly owned subsidiary of NYSE Group, Inc. (NYSE Group). The former members, or seat holders, of the NYSE received one of three forms of consideration: all cash, all stock in NYSE Group, or a package of cash and stock. The NYSE Group then allowed those former members to offer …

Bond Repudiation, Tax Codes, The Appropriations Process And Restitution Post-Eminent Domain Reform, John H. Ryskamp

ExpressO

This brief comment suggests where the anti-eminent domain movement might be heading next.

Managing Risk On A $25 Million Bet: Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett Iii

ExpressO

An implicit dichotomy of the corporation exists in legal scholarship. On one side of the dichotomy rests the publicly-held corporation suffering from a significant conflict of interest between its managers and dispersed shareholders; on the other side, the closely-held corporation plagued by inter-shareholder conflict.

This Article argues that understanding the agency problems that can exist within a firm demands a rejection of this traditional dichotomy and the theories of the firm built upon it. Using venture capital finance, this Article demonstrates for the first time how this dichotomy obscures how all firms - public and private - often face the …

Overvalued Equity And The Case For An Asymmetric Insider Trading Regime, Thomas A. Lambert

ExpressO

The forty-year debate over whether insider trading should be regulated has generally proceeded in all-or-nothing terms: Either all insider trading should be permitted (subject only to private restrictions imposed by issuers themselves), or none should. This Article argues for an asymmetric insider trading policy under which insider trading that decreases the price of an overvalued stock is generally permitted, but insider trading that increases the price of an undervalued stock is generally prohibited. Concluding that the net investor benefits of price-decreasing insider trading exceed those of price-enhancing insider trading, the Article argues that an asymmetric insider trading regime likely represents …

An Empirical Study Of Securities Disclosure Practice, Mitu Gulati, Stephen J. Choi

Faculty Scholarship

Using a dataset of sovereign bond offering documents and underlying bond contracts for ten sovereign issuers from 1985-2005, we examine the securities disclosure practices of issuers and attorneys. The sovereign bond market is comprised of sophisticated issuers with highly paid law firms. If anyone complies fully with federal securities disclosure requirements, we expect sovereign issuers and their attorneys to do so. On the other hand, network effects that determine what information issuers chose to disclose as well as the high cost of determining what information is required for disclosure may lead issuers to fail to meet their disclosure duties. We …

Casenote: Killing Life Partners: Why Viatical Settlements Constitute Securities – In Light Of The Sec V. Mutual Benefits Corporation And Other Recent Cases Explicitly Rejecting Life Partners, Brian Levin

ExpressO

No abstract provided.

Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor

ExpressO

No abstract provided.

Price, Path & Pride: Third-Party Closing Opinion Practice Among U.S. Lawyers (A Preliminary Investigation), Jonathan C. Lipson

ExpressO

This article presents the first in-depth exploration of third-party closing opinions, a common but curious – and potentially troubling -- feature of U.S. business law practice. Third-party closing opinions are letters delivered at the closing of most large transactions by the attorney for one party (e.g., the borrower) to the other party (e.g., the lender) offering limited assurance that the transaction will have legal force and effect.

Hundreds, if not thousands, of legal opinions are delivered every week. Yet, lawyers often complain that they create needless risk and cost, and produce little benefit. Closing opinions thus pose a basic question: …

Sovereign Bonds And The Collective Will, Lee C. Buchheit, G. Mitu Gulati

Faculty Scholarship

No abstract provided.

The Wharf (Holdings) Ltd. V. United International Holdings, Inc.: The Supreme Court Breaks Old Ground, Mark J. Loewenstein

Publications

This article analyzes the Supreme Court's decision to decide only one federal securities law case, The Wharf (Holdings) Ltd. v. United International Holdings, Inc. On the face of it, the Court simply affirmed long-standing, uncontroversial tenets of Rule 10b-5. However, the article provides different explanations to the Court's decision.

Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle

Washington and Lee 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 …

Freedom Of Contract: The Trojan Horse Of Rule 10b-5, Margaret V. Sachs

Washington and Lee Law Review

No abstract provided.

Nonconsensual Repeal Of Third-Party Beneficiary Contract Rights: Senior Creditors Under Subordination Agreements, Jessica A. Hauser

Cardozo Law Review

No abstract provided.

Landreth Timber Co. V. Landreth, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton Jr.

Cardozo Law Review

No abstract provided.

Federal Courts - Use Of Mandamus To Compel Adjudication Of A Claim Within Exclusive Federal Jurisdiction, Glenn S. Goldstein

Villanova Law Review (1956 - )

No abstract provided.

Scherk V. Alberto-Culver Co., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Creditors' Rights And Security Transactions -- 1960 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving mechanic's liens were decided during the period under survey. Rowland v. Lowe' presented the question of the validity of a material men's lien against the owner of land subject to a contract of sale which required the purchaser to erect improvements on the land. In order to protect the vendor's lien, which was to be retained in the deed, the contract provided:

"The purchaser obligates himself to pay all sums for labor and materials in the construction of the improvements on said lot, and in no event shall there be any lien on the lot of ground …

Book Reviews, Willard L. Boyd, Robert Meisenholder, Robert H. Skilton, Charles Seligson, Allan F. Smith, Charles L. B. Lowndes, Elvin E. Overton, Julio Cueto-Rua, W. Paul Gormley, John J. Yeager, James A. Rahl, Carl H. Fulda

Journal of Legal Education

No abstract provided.

Contracts By Outsiders To Influence Directors' Action

Indiana Law Journal

Notes and Comments: Corporations