Securities Law Commons^™

Not Just A Private Club: Self Regulatory Organizations As State Actors When Enforcing Federal Law, Richard L. Stone, Michael A. Perino

Faculty Publications

In the Securities Exchange Act of 1934, Congress enacted a comprehensive scheme for regulating the national securities markets. Pursuant to that scheme, the Securities and Exchange Commission was given ultimate authority to enforce the newly enacted securities laws against market participants. The Exchange Act also created a prominent enforcement role for national securities exchanges, like the New York Stock Exchange. Congress required these self-regulatory organizations as a condition for their continued operation to enforce, among other things, compliance by their members with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The SROs were also given …

Valuation Problems In The Appraisal Remedy, Michael R. Schwenk

Cardozo Law Review

The corporate codes of every state allow shareholders who dissent from certain fundamental corporate transactions to compel the corporation to purchase their shares. This right is commonly known as the appraisal remedy. Shareholders who vote against the triggering transaction, usually a merger, receive a right to be paid the "fair value" of the stock. Courts must convert the statutory fair value standard into one that is judicially administrable. In the past, Delaware measured fair value solely by the judicially created Delaware Block Method. In 1983, after years of criticism, Delaware eliminated the Delaware Block Method as the sole valuation test …

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

Scholarly Works

Before the late 1980s, traditional contract law played virtually no role in private litigation under section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5. The reason was perceived incompatibility. The 1934 Act is regulation intended to supersede “the philosophy of caveat emptor,” whereas traditional contract law promotes bargaining free of regulation. In the late 1980s, however, the tide turned. Since that time, private rule 10b-5 litigation has become riddled with the vocabulary of traditional contract jurisprudence – the statute of frauds, merger clauses, attorneys' fees clauses, choice of law clauses, releases, and the formation of an agreement. …

Form And Substance In The Definition Of A "Security": The Case Of Limited Liability Companies, Larry E. Ribstein

Washington and Lee Law Review

No abstract provided.

Efficient Market Theory: Let The Punishment Fit The Crime* , Louis Lowenstein

Washington and Lee Law Review

No abstract provided.

Time For A Change: A Re-Examination Of The Settlement Policies Of The Securities And Exchange Commission , Anne C. Flannery

Washington and Lee Law Review

No abstract provided.

The French First Demand Guarantee And The Standby Credit: A Comparative Study, Muriel Charreton

LLM Theses and Essays

Since World War II new security devices have evolved in both France and the United States. In France, the new device is known as the first demand guarantee. In the United States, it is called standby letter of credit. The underlying market forces which caused these devices to be developed are the same. But the label applied to the devices and the bodies of existing doctrine with respect to which they are formulated is different. In the French view, the difference between the two instruments is just a matter of different labels. But in the American view, the distinction between …

Rule 10b-5 Liability For Front-Running: Adding A New Dimension To The Money Game, David M. Bovi

St. Thomas Law Review

In the financial arena, the name of the game is money--make it now, make it fast, make a lot. To some players in this financial game, the question of whether to play fairly or unfairly, legally or illegally, is not debated. Their only issue of concern is how much, how fast, and what are the chances of being caught. Throughout history, this attitude has fostered the creation of a countless number of fraudulent schemes and contrivances with the sole purpose of making fast and easy money, regardless of the consequences to other players in the game. One particular fraudulent scheme, …

The Listing Of Daimler-Benz Securities On The Nyse: Conflicting Interests And Regulatory Policies, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

When Bad Things Happen To Good Companies: A Crisis Management Primer, Harvey L. Pitt, Karl A. Groskaufmanis

Cardozo Law Review

What to do next was a daunting question. In the fall of 1982, executives at Johnson & Johnson were confronted with the deaths of seven people, who had swallowed capsules of the company's Tylenol product which had been laced with cyanide. Tylenol was important to Johnson & Johnson. The painkiller accounted for nearly one-fifth of Johnson & Johnson's profits in 1981. Moreover, Tylenol's thirty-five percent market share represented a longterm marketing success; its active ingredient is a compound any company could produce. Yet, when it was discovered that the tampered products came from two different manufacturing plants, Johnson & Johnson …

Misrepresentation In The Sale Of Stock: Which Buyers Are Protected?, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

The Estonian Securities Market Act: A Lesson For Former Republics Of The Soviet Union, John J.A. Burke

Vanderbilt Journal of Transnational Law

This Article describes and analyzes the Estonian Securities Market Act; the only securities statute presently in effect in Estonia. Before examining the requirements of that law, the Article provides an overview of the development of a securities market in Estonia, including a description of the securities, exchanges, and professionals that comprise the contemporary market. After providing this context, the Article analyzes the Estonian Securities Market Act. The author concludes that Estonia should not adopt complex securities legislation, but rather should "sample" the laws of other states. This process will allow Estonia to tailor a comprehensive regulatory system to the particular …

Securities Regulation: Challenges In The Decades Ahead, J. William Hicks

Indiana Law Journal

No abstract provided.

Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace

Washington and Lee Law Review

No abstract provided.

The Supreme Court's Literalism And The Definition Of "Security" In The State Courts, Douglas M. Branson, Karl Shumpei Okamoto

Washington and Lee Law Review

No abstract provided.

Commodity Indexed Securitization And Infrastructural Change: Turkey's Role In Emerging Economies, Som Dasgupta, Michael B. Brodsky

Northwestern Journal of International Law & Business

In view of these issues, this paper proposes an optimal approach to design and regulation of commodity contingent instruments for private enterprises. The design of these instruments is likely to significantly alleviate the capital constraints in emerging markets, particularly in Eurasia. A commodity contingent security usually consists of a combination of a traditional debt security (a bond) and several units of a financial instrument, the payoff of which is in some well-defined way linked to the price of a traded commodity. Although commodity contingent securitization can, in theory, be applied at both the national and the private level, the proposals …

Loss Compensation In The Japanese Securities Market: Causes, Significance, And Search For A Remedy, Mitsuru Misawa

Vanderbilt Journal of Transnational Law

Recently, the Japanese securities market has been plagued by scandals in which brokerages have compensated large customers for their losses from trading. Following a brief historical review of loss compensation, Dr. Misawa describes the mechanics of a loss compensation scheme. The author then details how rising interest rates caused the losses to clients that brokerages were compensating.

Loss compensation is illegal in Japan. The law prohibiting it, however, is ambiguous as to whether it applies to voluntary compensation. The author suggests the law should be clarified also to prohibit voluntary compensation. Dr. Misawa further recommends that brokerage commissions be liberalized …

The European Community's Ucits Directive, Patrick J. Paul

Vanderbilt Journal of Transnational Law

As the twenty-first century approaches, the world is undergoing massive change. Social, political, and economic barriers are being torn down; new alliances are forming, as are new barriers. Economic stability and supremacy have replaced military supremacy in the hierarchy of a nation's policy objectives. The European Community's move toward a single market exemplifies this policy shift.

This Note focuses on one element of these global changes--internationalization of the securities market. The Note begins with an overview of the international securities market and the reasons for its increased globalization. The Investment Company Act of 1940 (the 1940 Act) that, in part, …

Are Local Governments Liable Under Rule 10b-5? Textualism And Its Limits, Margaret V. Sachs

Scholarly Works

Whether state and local governments can be sued for damages is a question that cuts across subject-area boundaries. This question, which has long confounded courts in the areas of both antitrust and civil rightslaw, now has arisen in a new area: section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5. The thesis of this Article is that a local government is an inappropriate rule 10b-5 defendant, regardless of whether it is the issuer of the securities in question or an alleged participant in a scheme involving corporate securities. The only appropriate rule 10b-5 defendants are private actors.

Bridging The Gap: Some Thoughts About Interstitial Lawmaking And The Federal Securities Laws, Kevin R. Johnson

Washington and Lee Law Review

No abstract provided.

Ending The Turf Wars: Support For A Cftc/Sec Consolidation, John D. Benson

Villanova Law Review (1956 - )

No abstract provided.

Security Interests Under Article 8 Of The Uniform Commercial Code, Jeanne L. Schroeder, David G. Carlson

Cardozo Law Review

No abstract provided.

"Killing The Husband": Disallowing Contingent Claims For Contribution Or Indemnity In Bankruptcy, Donald R. Korobkin

Cardozo Law Review

No abstract provided.

Insider Trading By Foreigners In United States Securities Markets: A Pervasive Problem And Prosecutorial Nightmare, Scott M. Zemser

Cardozo Law Review

No abstract provided.

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.

Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas

Vanderbilt Journal of Transnational Law

This Note addresses the globalization of the world financial securities markets and the potential for fraud in these expanded markets. The author considers actual cases of insider trading that have crossed national borders and the enforcement problems such cases raise. The author analyzes the first significant response by the United States Congress to these problems and concludes that the response is inadequate. Congress recognizes the incredible pace of evolution of the world financial markets, but is slow to address this process. The SEC offered serious proposals to Congress--proposals that apparently have bipartisan support--and Congress failed to act on these proposals …

Combine And Conquer: Rethinking The Regulation Of Stock Index Futures, Marianne T. Spinelli

Cardozo Law Review

No abstract provided.

A Peek Under The Shell: Investment Bank's Equity Position In Tender Offeror Should Trigger Disclosure Requirements Of The Williams Act

Washington and Lee Law Review

No abstract provided.

The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson

Washington and Lee Law Review

No abstract provided.

Tax Payments: Are They Voidable Preferences In Low-Asset Bankruptcies?, Jodi S. Brodsky

Cardozo Law Review

No abstract provided.