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Articles 121 - 145 of 145
Full-Text Articles in Securities Law
"All Cretans Are Liars": The Fight Against Corporate Crime, John Flood
"All Cretans Are Liars": The Fight Against Corporate Crime, John Flood
Articles by Maurer Faculty
No abstract provided.
Risk Arbitrage And Insider Trading: A Functional Analysis Of The Fiduciary Concept Under Rule 10b-5, Laurence A. Steckman
Risk Arbitrage And Insider Trading: A Functional Analysis Of The Fiduciary Concept Under Rule 10b-5, Laurence A. Steckman
Touro Law Review
No abstract provided.
Chinese Wall Or Emperor's New Clothes? Regulating Conflicts Of Interest Of Securities Firms In The U.S. And The U.K., Norman S. Poser
Chinese Wall Or Emperor's New Clothes? Regulating Conflicts Of Interest Of Securities Firms In The U.S. And The U.K., Norman S. Poser
Michigan Journal of International Law
This article has two principal theses. The first is that, while Chinese Walls of securities firms are undoubtedly useful in some instances in preventing the flow of confidential information, the evidence that they actually do this is insufficient to justify basing a legal defense on the existence of a wall in a particular firm. In fact, it is difficult to avoid the conclusion that at some firms the Chinese Wall is nothing but a convenient fiction aimed at avoiding liability for market abuses. The article's second thesis is that the isolation of information within a department of a firm which …
Hush: The Criminal Status Of Confidential Information After Mcnally And Carpenter And The Enduring Problem Of Overcriminalization, John C. Coffee Jr.
Hush: The Criminal Status Of Confidential Information After Mcnally And Carpenter And The Enduring Problem Of Overcriminalization, John C. Coffee Jr.
Faculty Scholarship
Each of the last three decades has witnessed an intense public reaction to a distinctive type of "white collar" crime. In the early 1960's, public attention was riveted by the Electrical Equipment conspiracy and the image of senior corporate executives of major firms meeting clandestinely to fix prices. In the mid-1970's, the focus shifted to corporate bribery, as the media ran daily stories regarding questionable payments abroad and illegal political contributions at home. The representative white collar crime of the 1980's is undoubtedly "insider trading." The archetype of this new kind of criminal in the public's mind is Ivan Boesky …
The Ethics Of Insider Trading, Gary S. Lawson
The Ethics Of Insider Trading, Gary S. Lawson
Faculty Scholarship
The quickest way to become famous is often to become infamous, as arbitrageur Ivan Boesky has recently discovered. Prior to November 1986, Mr. Boesky was well-known within the financial community, but largely unknown outside it. That changed dramatically following revelations that he and Dennis Levine, a merger specialist with the investment banking firm of Drexel Burnham Lambert, Inc., had made tens of millions of dollars in the stock market by using Mr. Levine's advance knowledge of impending takeovers by Drexel clients. Today, after disgorging $50 million in profits, paying $50 million in penalties, and receiving a jail sentence, Mr. Boesky …
Logical Inconsistencies In The Sec's Enforcement Of Insider Trading: Guidelines For A Definition
Logical Inconsistencies In The Sec's Enforcement Of Insider Trading: Guidelines For A Definition
Washington and Lee Law Review
No abstract provided.
Closing A Loophole: Insider Trading In Standardized Options, Steve Thel
Closing A Loophole: Insider Trading In Standardized Options, Steve Thel
Fordham Urban Law Journal
This article is a Commentary on a previous Note published in the Fordham Urban Law Journal (Note, Insiders, Options and the Fiduciary Principle: A Rule 10b-5 Loophole, 16 Fordham Urb. L.J. 295 (1988)). The Note argued that the Supreme Court has expressly endorsed only one theory of insider trading liability, in Chiarella v. United States. By the simple expedient of trading options on common stock rather than the common stock itself, an insider can escape Rule 10b-5 liability under Chiarella.
Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, James A. Kegley, H. Alexander Campbell, Gary L. Stage, Ralston W. Steenrod, James C. Strode, Robert P. Ross, Gerald R. Martin, C. Christopher Trower, Willburt D. Ham, Ronda S. Paul, Rodger A. Marting, Oscar N. Persons, Francesca Marciniak, O. Wayne Davis, Rutheford B. Campbell Jr.
Seminar On Securities Law, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, James A. Kegley, H. Alexander Campbell, Gary L. Stage, Ralston W. Steenrod, James C. Strode, Robert P. Ross, Gerald R. Martin, C. Christopher Trower, Willburt D. Ham, Ronda S. Paul, Rodger A. Marting, Oscar N. Persons, Francesca Marciniak, O. Wayne Davis, Rutheford B. Campbell Jr.
Continuing Legal Education Materials
Materials from the UK/CLE Seminar on Securities Law held February 14-15, 1986.
The Insider Trading Sanctions Act Of 1984: Does The Itsa Authorize The Sec To Issue Administrative Bars?
Washington and Lee Law Review
No abstract provided.
Penalizing Insider Trading: A Critical Assessment Of The Insider Trading Sanctions Act Of 1984, Carole Silver
Penalizing Insider Trading: A Critical Assessment Of The Insider Trading Sanctions Act Of 1984, Carole Silver
Articles by Maurer Faculty
No abstract provided.
The Effect Of Insider Trading Rules On The Internal Efficiency Of The Large Corporation, Robert J. Haft
The Effect Of Insider Trading Rules On The Internal Efficiency Of The Large Corporation, Robert J. Haft
Michigan Law Review
Academics have hotly debated these justifications for years, and none of the three has achieved universal acclaim. This Article suggests another perspective: Prohibiting insider trading may enhance business decision-making in large corporations. With the exception of proponents of the Business Property view, analysts have focused on how an insider trading rule affects the national securities markets and traders in those markets. The internal governance of the large corporation is a different matter, one deserving separate consideration.
Damages For Insider Trading In The Open Market: A New Limitation On Recovery Under Rule 10b-5, John B. Grenier
Damages For Insider Trading In The Open Market: A New Limitation On Recovery Under Rule 10b-5, John B. Grenier
Vanderbilt Law Review
The Elkind court's adoption of a "disgorgement measure" of damages for insider trading on undisclosed misrepresented material information in the open market is basically sound. In allowing compensation to the extent practicable, the Second Circuit chose the best solution among the available alternatives. The decision's paramount problems arise in its shifted emphasis to deterrence; the court has neither provided plaintiffs with a sufficient incentive to sue nor created the level of deterrence that some cases might require. Future courts, however, can remedy this situation if they follow Elkind and also award punitive damages in cases in which plaintiffs' losses exceed …
Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis
Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis
Publications
No abstract provided.
A Framework For The Allocation Of Prevention Resources With A Specific Application To Insider Trading, Michigan Law Review
A Framework For The Allocation Of Prevention Resources With A Specific Application To Insider Trading, Michigan Law Review
Michigan Law Review
This Note enumerates and analyzes the three principal forces that induce individuals to abide by societal laws. These forces, or elements of effective prevention, are then combined to form a framework of general deterrence that both identifies the areas in which society can introduce resources into the prevention plan and explains in a general manner what the effect of particular expenditures will be. In the final section of the Note, the framework is applied to a specific prohibited activity-insider trading in securities-to exemplify its utility in determining more effective applications of prevention resources.
Extraterritorial Application Of Section 16(B) Of The Securities Exchange Act Of 1934-Wagman V. Astle, 380 F. Supp. 497 (S.D.N.Y. 1974)
Washington and Lee Law Review
No abstract provided.
Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review
Insider Liability For Short-Swing Profits: The Substance And Function Of The Pragmatic Approach, Michigan Law Review
Michigan Law Review
This Note will discuss the inquiries encompassed by the "possibility of abuse" test. It will also evaluate whether the test is properly employed only in determining that an unorthodox transaction is or is not a "purchase" or "sale" or whether the test could better be used as a threshold inquiry in all cases.
A Rejoinder To Mr. Ferber, Henry G. Manne
A Rejoinder To Mr. Ferber, Henry G. Manne
Vanderbilt Law Review
No congressman would tell his constituents, "you may be losing money by SEC regulation, but that is irrelevant, since the men down there are serving a higher moral order." The truth of the matter is that there need be no conflict between good economics and good morality. The confusion arises when the attempt is made to substitute superficial ideas of morality for fundamental economic doctrine. Clearly every decision has an economic impact just as it has moral implications. But how can one judge the moral content or desirability of an act of economic regulation without knowing the effects of it?
Insider Trading And The Law Professors, Henry G. Manne
Insider Trading And The Law Professors, Henry G. Manne
Vanderbilt Law Review
When Insider Trading and the Stock Market' appeared in November, 1966, I was fully prepared for a goodly amount of disagreement. I was not prepared however for the emotional, almost hostile response my book received from some members of the academic community. This is not to say that all the reviews by law professors were unsympathetic and emotional in tone. Indeed the majority of them were not, and while critical reviews outnumbered favorable ones, most were in some degree mixed, and the tone was generally scholarly, impersonal, and in many cases constructive But the response to my book in the …
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
Vanderbilt Law Review
Professor Manne's article appears to be largely an attack on critics of his book Insider Trading and the Stock Market. I must confess I have not read his book. I did, however, read an earlier article by Professor Manne attacking the position of the Commission in the Texas Gulf case, and I once participated in a forum at which Professor Manne expressed his view that inside information should be something that a corporate official might sell. I disagree with Professor Manne's basic position that "[t]he debatable aspects of insider trading are capable of resolution through tools of economic analysis,"' as …
Manne: Insider Trading And The Stock Market, Harold Marsh Jr.
Manne: Insider Trading And The Stock Market, Harold Marsh Jr.
Michigan Law Review
A Review of Insider Trading and the Stock Market by Henry G. Manne
Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost
Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost
Michigan Law Review
On April 16, 1964, the Texas Gulf Sulphur Company announced one of the most significant mineral discoveries of the twentieth century-a major copper and zinc deposit near Timmins, Ontario, found by means of geophysical exploration and exploratory drilling. Unusual market activity prior to this announcement prompted a Securities Exchange Commission (SEC) investigation of insider stock transactions. In April 1965, the SEC brought suit against a group of Texas Gulf insiders, alleging that their purchase of stock on national exchanges before the disclosure of the information concerning the Timmins strike constituted a violation of section 10(b) of the Securities Exchange Act …
Convertible Securities And Section 16(B): The Persistent Problems Of Purchase, Sale, And Debts Previously Contracted, W. Richard Keller
Convertible Securities And Section 16(B): The Persistent Problems Of Purchase, Sale, And Debts Previously Contracted, W. Richard Keller
Michigan Law Review
In 1934, Congress enacted section 16(b) of the Securities Exchange Act in an effort to counteract the evils flowing from speculation in corporate securities by certain persons having information regarding the corporation's affairs or occupying positions of trust which permit manipulation of corporate policies. In general, section 16(b) permits the issuer, or one or more stockholders acting in its behalf, to recover any "short-swing" profit realized from purchases and sales (or sales and purchases) of the issuer's equity securities within a six-month period by directors, officers, or beneficial owners of more than ten per cent of any class of equity …
The Evolving Role Of Section 16(B), William H. Painter
The Evolving Role Of Section 16(B), William H. Painter
Michigan Law Review
The evils which section 16(b) of the Securities Exchange Act of 1934 was enacted to prevent are well known. As expressed in one of the committee reports, this so-called "shortswing trading" provision was intended "to protect the interests of the public against the predatory operations of directors, officers, and principal stockholders of corporations by preventing them from speculating in the stock of the corporations to which they owe a fiduciary duty." To curb such speculation, section 16(b) provides for recovery by the corporation, or by one or more stockholders acting in its behalf, of any "profit realized" from purchases and …
Insider Securities Dealings During Corporate Crises, Victor Brudney
Insider Securities Dealings During Corporate Crises, Victor Brudney
Michigan Law Review
The problem of assuring the fidelity of corporate insiders to the public investors in their enterprises figured prominently in legal literature and law reform proposals twenty-five or thirty years ago. In recent years, that question has attracted relatively less attention-in part because of the appearance or recognition of more significant problems in the relationship of publicly-held corporate enterprise to the national well-being, but in part also because of the development by courts, legislatures and administrative agencies-and to some extent by the insiders' community itself-of more exacting standards of loyalty. Recognition of broader obligations to their corporations and to public investors …
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
Michigan Law Review
Plaintiff corporation, after receiving authority from the Corporation Commissioner of California, gave to its key employees including defendants ( who were officers of the corporation) options to purchase certain stock of the plaintiff. The plan originated with the president of the corporation and the agreement took place at a time when the stock was unlisted. At no time subsequent to the stock being listed on a stock exchange did the plaintiff advise defendants of the short swing-requirements that arose from listing. Plaintiff's purpose in granting the option was to retain the services of its key employees and to induce these …