Securities Law Commons^™

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 …

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 …

Sec Rule 14e-3 In The Wake Of United States V. O'Hagan: Proper Prophylactic Scope And The Future Of Warehousing, Jeff Lobb

William & Mary Law Review

No abstract provided.

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.

Integration Of International Financial Regulatory Standards For The Chinese Economic Area: The Challenge For China, Hong Kong, And Taiwan, Lawrence L.C. Lee

Northwestern Journal of International Law & Business

This article initially reviews the current development of financial services that converge regulatory systems around the world. Along with focusing on banking and securities, this article assesses financial systems and regulators within China, Hong Kong, and Taiwan respectively. The evaluation of the CEA's financial system is based on recommendations issued by the Basle Committee. In addition, with respect to the principle of national treatment, this article evaluates the operations of foreign financial institutions in the CEA. In the future, participation in the WTO will enable the CEA to experience greater growth and increase its participation in the internationalization of financial …

Commercial Arbitration In The U.S.: The Arbitrability Of Disputes Arising From Statute-Based Claims, Sylvie Frankignoul

LLM Theses and Essays

A leading contemporary expert in arbitration has explained: "The concept of arbitrability determines the point at which the experience of contractual freedom ends and the public mission of adjudication begins. In effect, it establishes a dividing line between the transactional pursuit of private rights and courts' role as custodians and interpreters of the public interest." 1 A major part of the arbitrability doctrine deals with the kind of claims that can fall within the scope of agreements for private dispute resolution. Arbitration clauses are an integral part of the parties' transactions. Nevertheless, the American judiciary historically has refused to enforce …

The Impact Of Securities Laws On Developing Companies: Would The Wright Brothers Have Gotten Off The Ground?, Stuart R. Cohn

UF Law Faculty Publications

Suppose the Wright brothers, to pursue their dreams of manned flight, needed outside financing. Confronted with the intimidating regulatory requirements of today 's state and federal securities laws, would they ever have gotten off the ground? With historical illustrations, this Essay presents an entertaining look at the serious problems that would be encountered today by entrepreneurs who have ideas but need capital to develop them. It analyzes the regulatory maze and prohibitions of state and federal securities laws and concludes that, in today's marketplace, the Wright brothers probably would have violated several laws to obtain essential financing for their venture.

Derivatives Regulation In The Context Of The Shingle Theory, Allen Madison

Faculty Publications

This article discusses the regulation of derivative financial instruments. It notes that the government has neither come to a conclusion as to the necessity of regulation nor which agency would have jurisdiction. It also suggests that one tool that regulators could use as an enforcement tool is the "shingle" theory. Next, it provides history and analysis of this theory. Finally, it examines the current state of affairs regarding regulation of derivatives.

The Internet, Securities Regulation, And Theory Of Law, Tamar Frankel

Faculty Scholarship

Rarely has a change in the environment affected society as dramatically as the Internet. It has transformed the way we retain, transfer, and exchange information. At minimal cost, the Internet offers us far more information at a faster pace than ever before. It enables us to interact around the globe with more people than at any time in the past. When such dramatic environmental changes occur, drastic changes in the law often follow. 1 The Internet affects the environment in which securities markets operate, and the laws that govern them. 2 The use of the Internet has already begun to …

Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter

Washington and Lee Law Review

No abstract provided.

Insider Trading And Family Values, Judith G. Greenberg

William & Mary Journal of Race, Gender, and Social Justice

No abstract provided.

From Horse Trading To Insider Trading: The Historical Antecedents Of The Insider Trading Debate, Paula J. Dalley

William & Mary Law Review

No abstract provided.

The Insider Story, Richard C. Reuben

Faculty Publications

The central issue in United States v. O'Hagan, No. 96-842, is the validity of the so-called "misappropriation theory" of insider trader liability under Section 10(b) of the Securities and Exchange Act of 1934. 15 US.C. 78(j)(b). The justices heard oral arguments in April. If the theory propounded by federal regulators is endorsed by the Court, it would expand insider trader liability under U.S. law.

Unregulated Investment In Certain Death: Sec V. Life Partners, Inc., Michael R. Davis

Villanova Law Review (1956 - )

No abstract provided.

Blue Sky Laws And The Recent Congressional Preemption Failure, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Laws regarding the sale of securities may be understood as responses to perceived bargaining failures. The most extreme examples of these bargaining failures are seen in instances in which investors are intentionally misled or defrauded regarding the quality of the investments they receive for their money. Even without the presence of such culpability, however, bargaining failures are likely anytime the trading parties lack sufficient, accurate information necessary to effect value-enhancing trades. When that occurs in trades for capital, the parties to the transaction are misinformed respecting the trade, expectations are not protected, and that precious commodity, capital, may be turned …

A Public Choice Model Of International Economic Cooperation And The Decline Of The Nation State, Enrico Colombatto, Jonathan R. Macey

Cardozo Law Review

The idea of the state lies at the core of international relations and international law. The concept of sovereignty is also central to the notion of the state. Indeed, inherent in the existing system of states are the principles of political independence and sovereign equality that form the underpinnings of sovereignty.

Is It Inside Or Out? - A Proposal To Clarify The Misappropriation Theory Of Unlawful Trading, Lawrence A. Rosenbloom

Cardozo Law Review

Insider trading - the very mention of the words conjures up images of evildoers on Wall Street committing deceptive and underhanded acts at the expense of "mom and pop" investors. During the 1980s, the issue came to the forefront with high profile prosecutions and motion pictures depicting powerful corporate raiders proclaiming that "if you're not inside, you're outside."

Legislature Mulls Change Of Article 8; Corporate Law, Francis J. Facciolo

Faculty Publications

(Excerpt)

A major revision of Article 8 of the Uniform Commercial Code was passed by the New York Assembly on July 2, 1996, but did not receive Senate consideration prior to adjustment. In light of the strong support given Proposed Article 8 by the banking and securities industries, the New York State Legislature will probably give serious consideration to passage when the next legislative session begins.

Although the supporters of Proposed Article 8 have stoutly maintained that it is primarily a clarification of the existing Article 8 and that the proposed changes are insignificant, the proposal actually includes major changes …

An Arkansas Practitioner's Guide To Perfecting Security Interests In Securities, Brokerage Accounts, And Other Forms Of Investment Property Under Revised Article 8 And Amended Article 9, Everette L. Martin

University of Arkansas at Little Rock Law Review

No abstract provided.

Securitization Of State Ownership: Chinese Securities Law, Minkang Gu, Robert C. Art

Michigan Journal of International Law

Part I of this article establishes the scope of analysis and defines the Chinese use of the term "security," which is more limited than under American law. Parts II and III briefly examine the history of Chinese securities laws and the understanding of securities by the Chinese people. Part IV focuses on the government's motivations in establishing the securities markets. Part V discusses the distinctively Chinese approach of classifying shares according to the characteristics and nationality of permitted shareholders. Part VI addresses the future development of Chinese securities markets. The conclusion reflects on the significance of western forms of securities …

Subject Matter Jurisdiction Under The Federal Securities Laws: The State Of Affairs After Itoba, Joseph P. Garland, Brian P. Murray

Maryland Journal of International Law

No abstract provided.

Municipal Securities Market: Same Problems -- No Solutions, Ann Judith Gellis

Articles by Maurer Faculty

This article examines the existing regulations of the municipal securities market, focusing on what activities prompted the regulatory changes and analyzing the direction and efficacy of these regulations in terms of the deficiencies in the market. Part One gives a background sketch of the market and its participants from the time of the New York City fiscal crises to today. Part Two discusses whether the existing regulation is sufficient to produce disclosure, focusing on the Orange County crises. Part Three offers a critique of the current regulatory scheme and makes some suggestions for reform.

The Pentium Papers: A Case Study Of Collective Institutional Investor Activism In Litigation, Joseph A. Grundfest, Michael A. Perino

Faculty Publications

This article suggests that institutional investors have rational incentives to become more active in the litigation arena, but that the current debate is falsely constrained because it rests on the assumption that institutional investors must participate either by (1) assuming the formal role of lead plaintiff, class representative, or intervenor or, (2) not participating at all. This is a false dichotomy because, as this article demonstrates, institutions have available to them a rich array of flexible, informal, and relatively inexpensive mechanisms by which they can make their views known to litigants and courts alike.

Our hypothesis that institutional investor activism …

Should Mandatory Written Opinions Be Required In All Securities Arbitrations?: The Practical And Legal Implications To The Securities Industry , Lynn Katzler

American University Law Review

No abstract provided.

Re-Engineering Corporate Disclosure:The Coming Debate Overcompany Registration, John C. Coffee, Jr.

Washington and Lee Law Review

Delivered as the 56th Annual John Randall Tucker Lecture on October 1, 2004

Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell, Jr.

Washington and Lee Law Review

No abstract provided.

Broker-Dealer Sales Practice In Derivatives Transactions: A Survey And Evaluation Of Suitability Requirements, Daniel G. Schmedlen, Jr.

Washington and Lee Law Review

No abstract provided.

The "Great Fall": The Consequences Of Repealing The Glass-Steagall Act, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Glass-Steagall separated banking and securities activities from the Great Depression through much of the 1990s. By 1995, the Act was viewed as an anachronism, a dinosaur that in a deregulatory era ought to go.

In fact, Glass-Steagall had a significant impact on the vibrancy of the securities markets by preventing underwriting and other capital raising functions from becoming dominated by banks. Instead, the Act enabled the development of a strong securities industry that had as its primary purpose capital raising. This contributed to the strengths of the US capital markets. Evidence from Japan and Germany suggest that without some type …

Order From Disorder: The Development Of The Russian Securities Markets, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Vasiliev's words summed up the process of legal reform of the Russian securities markets since the onset of privatization in 1992. These words amounted to stark recognition that effective and organized markets would emerge only when participants were sufficiently ready for such advancement. In many respects, this required a period of disorganization and abuse, with the abuse itself fostering an environment of reform. The Russian securities markets were abuse ridden and disorganized. No central trading markets existed. Participants operated in an environment devoid of useful information. Managers and outside shareholders had an antagonistic relationship, with constant conflict the norm. Operating …

Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

This Article explains the failings of the Securities and Exchange Commission in dealing with resales of securities and suggests an appropriate statutory and policy framework for a principled approach to the matter. Part I of this article is an introduction to this issue. Part II of this Article describes the present situation regarding the law of resales. Part III of this Article offers a series of broad observations about resales under the 1933 Act, suggests an economic analysis for the registration provisions of the 1933 Act, and presents some more specific recommendations concerning resale rules.