Securities Law Commons^™

Disclosure By Issuers Of Municipal Securities: An Analysis Of Recent Proposals And A Suggested Approach, Robert D. Tuke

Vanderbilt Law Review

The following considerations impacting on the disclosure issue have been developed in this Note: the uniqueness of the municipal securities industry, owing to the diverse natures of the securities, the wide variety of issuers, and the particular means of marketing the securities; the special circumstances created for underwriters by the competitive bidding process; the varied roles of other participants in the distribution process--fiscal agents, bond counsel, governmental accountants; the existing state machinery for regulation and control; the practical limitations on the SEC--both in staff capacity and expertise; the need for uniformity in disclosure to prevent weakened marketability of municipal securities …

Municipal Bonds And The Federal Securities Laws: The Results Of Forty Years Of Indirect Regulation, Bruce N. Hawthorne

Vanderbilt Law Review

Recent abuses occurring in the municipal bond markets have threatened investor confidence and caused Congress to reevaluate its original decision to exempt these securities from the Securities Act of 1933 and the Securities Exchange Act of 1934. This Note will analyze in some depth the securities regulation aspects of the municipal securities markets. First, because an understanding of the unique nature of municipal securities and their markets is essential, a description will be made of the characteristics of municipal bonds and municipal bond purchasers, the participants in the municipal securities industry, and the new issue and trading markets for municipal …

Reform Of The Florida Securities Law, James Mofsky

Florida State University Law Review

No abstract provided.

Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell

University of Michigan Journal of Law Reform

Limited partners have long been admonished to scrutinize potential investments; this advice is often ignored, however, by investors eager to reap quick profits. Furthermore, the proliferation of limited partnership interests in a single enterprise diffuses the focus of investor vigilance and increases the potential for undetected abuses. Thus a need for regulation, either governmental or private, has developed. Currently the Uniform Limited Partnership Act and blue sky laws provide some control of limited partnership abuses at the state level. On the interstate level, the Midwest Securities Commissioners Association, the National Association of Securities Dealers, and the Securities and Exchange Commission …

Introduction To Symposium On Securities, Manuel F. Cohen

Vanderbilt Law Review

Students of the securities markets, and of relevant law and regulation, will wonder whether another symposium is worthwhile. Recent years have seen a proliferation of symposia, meetings, conferences, taped messages, books, pamphlets, and other materials designed to educate the uninitiated or to provide an opportunity for debate among the sophisticated concerning the important issues of the day. This, of course, assumes that there are important issues, and merit in the continued effort at education...This symposium does not reach all the issues. It does, however, deal with certain important ones and suggests quite emphatically the need for re-examination of all. To …

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 …

Securities Regulation In Selected European Countries, Mitchell Brock

Vanderbilt Journal of Transnational Law

In approaching the subject of securities regulation in selected European countries, I will not attempt to provide a detailed description of the existing arrangements in the principal European countries. I shall of course to some degree descend to the "nitty gritty" of concrete details to give to airy generalizations a local reality, but my principal objective will be to discuss the economic context, the structure of the capital markets in which the regulatory authorities are performing their functions.

This economic context is pertinent to an understanding of why the pattern of regulation differs in many respects from that existing in …

The Expanding Jurisdiction Of The Securities And Exchange Commission: Variable Annuities And Bank Collective Investment Funds, John W. Erickson

Michigan Law Review

The Securities and Exchange Commission is presently attempting to assert jurisdiction over certain aspects of two industries traditionally exempt from federal securities regulation-insurance and banking. The SEC claims that two recently developed investment vehicles-variable annuities in the insurance field and pooled funds of managing agency accounts in the banking field-are virtually the same as mutual funds, which are subject to SEC regulation under the Investment Company Act of 1940. (A mutual fund is essentially a fund (usually in corporate form), the participants' contributions to which are collectively invested in a portfolio of securities, each participation representing a pro rata interest …

Antiturst Law-Exemptions For Regulated Industries - Applicability Of The Antitrust Laws To Stock Exchanges, Peter D. Byrnes S.Ed.

Michigan Law Review

Defendant, the New York Stock Exchange, directed its members to discontinue their direct private wire connections with plaintiffs who were non-member brokers. These private wire connections were utilized primarily for facilitating transactions in the over-the-counter market. Repeated requests by plaintiffs for reinstatement were ignored, and the defendant refused to apprise the plaintiffs of the reasons for its action. Plaintiffs then brought suit, seeking damages and injunctive relief pursuant to sections 4 and 16 of the Clayton Act. Maintaining that defendant's conduct violated section 1 of the Sherman Act, plaintiffs moved for summary judgment. Held, motion granted.6 Defendant does not …

Securities Regulation-Civil Liability Under Rule X-10b-5 For Fraud In The Purchase Or Sale Of Securities, J. David Voss S.Ed.

Michigan Law Review

On May 21, 1942 the Securities and Exchange Commission, pursuant to section 10(b) of the Securities Exchange Act of 1934, promulgated rule X-10B-5.2 The purpose of the new rule was apparently to close a loophole in the then existing pattern of regulation of the purchase and sale of securities. The loophole resulted from a gap between section 17(a) of the Securities Act of 1933, which prohibits the use of fraud in the sale of securities by any person, and section 15(c)(1) of the Securities Exchange Act of 1934, which prohibits the use of fraud in the sale or purchase of …

Constitutional Law -Validity Of Registration Provisions Of Public Utility Holding Company Act Of 1935, Gerald L. Stoetzer

Michigan Law Review

In recognition of the abuses that arise from the monopolistic tendencies of holding companies in the public utility field and of the inability of the respective states to exert the necessary control thereof, Congress has attempted to draw certain of the public utility holding companies within the inquisitorial and regulatory control of the federal Securities and Exchange Commission. The Public Utility Holding Company Act of 1935, reciting in great detail facts showing the necessity for control of holding companies having as subsidiaries electric and gas operating utilities, indicates that Congress regarded the uncontrolled utility holding company as "an agency which, …