Securities Law Commons^™

An Open Attack On The Nonsense Of Blue Sky Regulation, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The evolution of state securities laws (hereinafter "blue sky laws") in this country is a classic example of regulation that was, perhaps, initially justified and that was apparently promulgated with the best of motives, but which now is actually harmful to society. Today, blue sky laws are ineffective, philosophically unsound, and unnecessarily expensive, and they should be substantially eliminated. Because of the vested interests that have developed, however, it is unlikely that states will respond to this problem, and it will probably take action by the United States Congress to preempt the area. Such an action is appropriate and, indeed, …

Simultaneous Attachment Of Liens On After-Acquired Property, David G. Carlson

Cardozo Law Review

No abstract provided.

The Draft Restatement: A Critique From A Securities Regulation Perspective, Douglas C. Michael, Daniel L. Goelzer, Jacob H. Stillman, Elisse B. Walter, Anne H. Sullivan

Law Faculty Scholarly Articles

For the past several years, the American Law Institute has been preparing a proposed revision of the Restatement (Second) of the Foreign Relations Law of the United States (“Draft Restatement”). This article is a critique from a securities regulation perspective of the Draft Restatement's sections 402, 403, 416, 418, 419, 420 and 431.1 In short, the Draft Restatement departs substantially from existing law. It would add dangerous vagueness and uncertainty to the jurisdictional analysis used to determine whether the United States securities laws will be applied to transnational securities activities. In particular, the complicated balancing inquiry required under the Draft …

The Plight Of Small Issuers (And Others) Under Regulation D: Those Nagging Problems That Need Attention, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation D traces its roots to section 4(2) and section 3(b) of the Securities Act of 1933. Both of these sections are designed to relieve an issuer from the pains of registration under the 1933 Act in situations where Congress deemed such registration inappropriate. Therefore, under section 4(2), no registration is required for "transactions by an issuer not involving any public offering." Section 3(b) is not a self-executing exemption but instead permits the Securities and Exchange Commission to enact rules and regulations exempting issuers from registration requirements "if it finds that ... [registration] is not necessary in the public interest …

Secrecy And Blocking Laws: A Growing Problem As The Internationalization Of Securities Markets Continues, Rochelle G. Kauffman

Vanderbilt Journal of Transnational Law

This Note examines the problems recently faced by the SEC in policing securities transactions effected by foreign financial institutions in jurisdictions with secrecy and blocking laws, and it proposes both a short-term solution and a long-term solution to the SEC's enforcement problems. Part II of the Note outlines the problems confronting the SEC, specifically addressing the growing internationalization of securities markets and the effects on United States markets. This section also examines the problems confronting the SEC as a result of secrecy and blocking laws, and it suggests that unless new enforcement procedures are developed, these problems will increase when …

Protection Available To A U.S. Citizen Who Buys Securities From Foreigners: Relief In The U.S. For Sales At Home And Abroad; Protection Under U.K. And Thailand Laws, Narestr Kesaprakorn

LLM Theses and Essays

This paper will examine regulations relating to transactions by foreigners in the United States securities markets and compare with investor protection in the U.K. and Thailand. It will also examine the manner in which the U.S. seeks to control extraterritorial securities transactions.

The Voidability Of Security Interests In Tax Refunds Under Section 547 Of The Bankruptcy Code, Howard Kern

Cardozo Law Review

No abstract provided.

Application Of Respondeat Superior Principles To Securities Fraud Claims Under The Racketeer Influenced And Corrupt Organizations Act (Rico), Barbara Black

Faculty Articles and Other Publications

Part I of this article outlines RICO's statutory scheme, reviews the common law doctrines under which a principal may be liable for the acts of its agent and the policies behind these doctrines, and examines RICO decisions raising the issue of vicarious liability. Part II examines non-RICO federal cases and identifies relevant factors determining the appropriateness of applying respondeat superior and agency principles to federal statutes. Finally, Part III analyzes the specific provisions of RICO in light of the factors identified in Part II. The article concludes that these factors do not support the imposition of liability on defendants other …

Fraud On The Market: A Criticism Of Dispensing With Reliance Requirements In Certain Open Market Transactions, Barbara Black

Faculty Articles and Other Publications

The still-developing fraud on the market theory is the primary method by which securitiesf raudp laintiffs have attempted either to relax or eliminate the troubling reliance and causation requirements. Professor Black examines this emerging theory and suggests that the traditional common-lawfraud concepts that focus on reliance and causation still have validity and continue, even in this context, to offer appropriate
limitations on liability. The Article analyzes cases that have reduced or ignored this reliance element and explains why the legal concepts from which the fraud on the market theory evolved demand stricter adherence to reliance in certain markets but not …

Death And Subordination Under Article 9 Of The Uniform Commercial Code: Senior Buyers And Senior Lien Creditors, David G. Carlson

Cardozo Law Review

No abstract provided.

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

Cardozo Law Review

No abstract provided.

The Issuer's Paper: Property Or What? Zero Basis And Other Income Tax Mysteries, Elliott Manning

Articles

No abstract provided.

Redeeming Securities Through Equity Funding: The Security Holder's Dilemma

Washington and Lee Law Review

No abstract provided.

The Constitutionality Of Section 9-504(3) Of The Uniform Commercial Code: A Question Of State Action And Procedural Due Process, Abe Rappaport

Cardozo Law Review

No abstract provided.

Special Project -- Legal Issues Arising From The Mexican Economic Crisis, Robert L. Morgan --, J. Robert Paulson, Jr., Fred A. Frost, Terrence L. Dugan, Cynthia L. Wells, G. Wilson Horde, Iii, Judith B. Anderson

Vanderbilt Journal of Transnational Law

The economic crisis in Mexico, which profoundly altered the financial and political course of that nation, has also had a significant impact on persons and corporations having business ties to Mexico. Foreign investors and businesses now are required to follow new Mexican rules that often differ dramatically from those previously in effect. The impact of the crisis has not been confined to changes in Mexican law. A substantial number of issues have arisen that will have significant bearing on United States and international law.

The Special Project discusses the changes in the legal environment following the crisis, with its focus …

Case Digest, Law Review Staff

Vanderbilt Journal of Transnational Law

THE UNITED STATES MAY EXERCISE JURISDICTION OVER PERSONSON A "STATELESS" VESSEL WITHOUT SHOWING A NEXUS BETWEEN THE VESSEL AND THE UNITED STATES--United States v. Pinto-Mejia, 720 F.2d 248 (2d Cir. 1983).

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ALIEN RETAINS RIGHT TO DEPORTATION PROCEEDING AFTER RETURNING FROM AUTHORIZED DEPARTURE NOTWITHSTANDING THAT IMMIGRATION AND NATURALIZATION SERVICE PERMISSION TO DEPART WAS STYLED AS AN "ADVANCE PAROLE"--Joshi v. District Director, Immigration and Naturalization Serv., 720 F.2d 799 (1983).

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NO VIOLATION OF INTERNATIONAL LAW WHEN EQUIPMENT LOCATED IN UNITED STATES RECORDS TRANSNATIONAL TELECOMMUNICATIONS--United States v. Romano, 706 F.2d 370 (2d Cir. 1983).

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UNITED STATES MANUFACTURERS HAVE A CAUSE …

Swimming Against The Deregulatory Tide, Harry S. Gerla

Vanderbilt Law Review

Increasing pressure from institutional investors during the last two decades has led to indirect discounting practices that some commentators contend threatens the fixed price offering system. In response to this concern the SEC in 1980 approved new NASD rules designed to bar direct or indirect discounting in fixed price public offerings of securities. In this Article Professor Gerla argues that the SEC erred in approving the new NASD rules. Professor Gerla states that the new rules change drastically the Commission's policy that the fixed price system operate without direct or indirect government enforcement. Further, he contends that the SEC approved …

For The Practitioner: Bluer Skies In Maryland: An Introduction To The New Maryland Exemptions For Limited And Private Offerings Of Securities, Mark A. Sargent, K. Houston Matney

University of Baltimore Law Forum

No abstract provided.

Fixture Priorities, David G. Carlson

Cardozo Law Review

No abstract provided.

Regulation D: Coherent Exemptions For Small Businesses Under The Securities Act Of 1933, Marvin R. Mohney

William & Mary Law Review

No abstract provided.

The Taxation Of Reinvested Corporate Earnings, Richard L. Doernberg

William & Mary Law Review

No abstract provided.

A Proposed West Virginia Response To The Initiative Of Regulation D, James A. Russell Jr.

West Virginia Law Review

No abstract provided.

The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer

Faculty Publications

No abstract provided.

Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson

William & Mary Law Review

No abstract provided.

Is Stock A Security? A Criticism Of The Sale Of Business Doctrine In Securities Fraud Litigation, Barbara Black

Faculty Articles and Other Publications

This Article criticizes the use of the sale of business doctrine in securities fraud litigation. The Article first discusses the Supreme Court's efforts at defining a security, from its early investment contract analysis in SEC v. W.J. Howey Co., to Forman and other recent opinions. Part II analyzes the leading federal cases on the sale of business doctrine and examines problems in applying the doctrine. Next, part III examines alternative bases, within established Rule 10b-S jurisprudence, for dismissing the claims of purchasers of stock in close corporations. Finally, the Article asserts that, because the sale of business doctrine is inconsistent …

Security Interests In Thoroughbred And Standardbred Horses: A Transactional Approach, R. David Lester

Kentucky Law Journal

No abstract provided.

Stallion Syndicates As Securities, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

To people outside the horse business, the word “syndicate” may conjure up images of sinister characters and organized crime. People who invest in horses, however, attach quite a different meaning to the word syndicates. Mention of a syndicate may remind them of Secretariat, Niatross, Aladdinn or Easy Jet, depending upon the particular breed of horse that interests them. They also think of something else: money, big money.

Although one cannot seriously contend that syndicates alone are responsible for the spectacular monetary growth of the horse business, they certainly have facilitated that growth. Syndicates have been and continue to be the …

Corporate Governance And The Shareholders' Derivative Action: Rules And Remedies For Implementing The Monitoring Model, Bruce Dickstein

Cardozo Law Review

Report and Recommendation to the New York State Bar Association by the Committee on Federal Constitution

Article 9 Security Interests As Voidable Preferences: Part Ii The Floating Lien, Irving A. Breitowitz

Cardozo Law Review

No abstract provided.

Going Public: Practice, Procedure, And Consequences, Carl W. Schneider, Joseph M. Manko, Robert S. Kant

Villanova Law Review (1956 - )

No abstract provided.