Securities Law Commons^™

The Plight Of Small Issuers Under The Securities Act Of 1933: Practical Foreclosure From The Capital Market, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The thesis of this Article is simple: the Securities Act of 1933 does not work very well for small issuers, a premise which the Securities and Exchange Commission appeared to tacitly recognize in a series of announcements released early this year. Because of a combination of exorbitant costs, unmanageable levels of ambiguity, unworkable resale provisions and contamination caused by prior illegal sales of stock, a small issuer often is unable to comply with the 1933 Act. As a result it may be difficult or even impossible for a small issuer to raise capital by selling stock.

There are obvious pernicious …

Voluntary Recapitalization, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In corporate recapitalizations, the board of directors will sometimes propose a recapitalization plan which substantially alters the “bundle of rights” represented by preferred shares. Although these plans cannot usually be completed without the approval of a majority of the preferred shareholders, the preferred shareholders are at a disadvantage to protect their interests for several reasons. Thus preferred shareholders who are dissatisfied with the change in their rights will sometimes call upon state courts to enjoin the recapitalization on the grounds that it is unfair or fraudulent; state courts, however, have provided only slight protection for preferred shareholders. In this article, …

Security Interests In Motor Vehicles: A Conflict In Kentucky Law, Henry Lawson

Kentucky Law Journal

No abstract provided.

Federalism And The Law Of Securities Regulation: Thelegacy Of Brown V. Board Of Education, Jan G. Deutsch, Lewis H. Larue

Washington and Lee Law Review

No abstract provided.

1976-1977 Securities Law Developments

Washington and Lee Law Review

No abstract provided.

An Economic Analysis Of Section 16(B) Of The Securities Exchange Act Of 1934

William & Mary Law Review

No abstract provided.

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …

The Private Placement Exemption And The Blue Sky Laws-Shoals In The Safe Harbor, Robert M. Royalty, Thomas E. Jones, Jr.

Washington and Lee Law Review

No abstract provided.

1975-1976 Securities Law Developments

Washington and Lee Law Review

No abstract provided.

Municipal Bonds--The Need For Disclosure, Daniel R. Schuda

West Virginia Law Review

No abstract provided.

Recent Cases, Richard T. Hurt, Jay D. Christiansen, William J. Rees, William D. Gutermuth

Vanderbilt Law Review

Constitutional Law--Action Under Color of State Law--Legislative Authorization of Private Action Resembling Public Function Constitutes Action Under Color of State Law

The instant case creates a two to two split in the circuits on the question whether the seizure of a tenant's possessions under a land-lord lien statute is action under color of state law. The decisions in Davis and Anastasia provide the potential for abuse that Fuentes was designed to prevent-the indiscriminate entry into the debtor's home and seizure of his belongings without prior notice and hearing.Hall and the instant opinion, however, provide a more equitable result. While the …

Bank Trust Departments And The 10b-5 Dilemma, Francis J. Bruzda, Richard B. Seidel

Villanova Law Review (1956 - )

No abstract provided.

Sec Rulemaking Authority And The Protection Of Investors: A Comment On The Proposed "Going Private" Rules, Larry R. Schreiter

Indiana Law Journal

No abstract provided.

Special Project, Kenneth Harmon, Barbara Moss, W. Patrick Mulloy, Ii, Robert H. Brownlee, Walter T. Eccard, Michael D. Kelly, Timothy C. Maguire, Richard M. Pitt, Stephen K. Rush, Robert D. Tuke, Richard C. Stark Special Project Editor

Vanderbilt Law Review

The One Hundred and First Justice: An Analysis of the Opinions of Justice John Paul Stevens, Sitting as Judge on the Seventh Circuit Court of Appeals

This article will examine the opinions written by Mr. Justice Stevens while he served on the Court of Appeals for the Seventh Circuit. The areas examined are constitutional, antitrust, labor, securities, federal tax, administrative, and federal jurisdictional law. This article also will seek to reach some conclusions on Stevens' position in the several areas while he served on the Seventh Circuit and to suggest the factors he may consider important in deciding cases in …

Far-Reaching Equitable Remedies Under The Securities Acts And The Growth Of The Federal Corporate Law, Robert J. Malley

William & Mary Law Review

No abstract provided.

Professional Responsibility And Self-Regulation Of The Securities Lawyer, James H. Cheek, Iii

Washington and Lee Law Review

No abstract provided.

Survey Of 1974 Securities Law Developments

Washington and Lee Law Review

No abstract provided.

Elements Of Recovery Under Rule 10b 5: Scienter, Reliance, And Plaintiff's Reasonable Conduct Requirement, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

A comparison of the commentaries on rule 10b-5 indicates that uncertainty is widespread in this area of securities law. One area that is needlessly confused is the proper selection and definition of those elements necessary for recovery in a 10b-5 action. The purpose of this article is to consider four distinct elements that continue to be the source of constant litigation and comment and to suggest an approach that clarifies their meaning and use. The four elements are: (1) scienter (the defendant's state of mind), (2) reliance, (3) justifiable reliance, and (4) materiality. This article will analyze the use of …

Securities Regulation - Breach Of Statutory Duty Of Inquiry Imposed By Section 17(A) Of Securites And Exchange Act Subjects Accountant To Liability As Aider-Abettor Of Securities Broker's Rule 10b-5 Violation, Philip G. Kircher

Villanova Law Review (1956 - )

No abstract provided.

Judicial Control Of Cash Tender Offers-A Few Practical Recommendations, Ronald W. Oakes

Indiana Law Journal

No abstract provided.

Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland

West Virginia Law Review

No abstract provided.

Applying Securities Regulations To Sales Of Club Memberships Student Symposium - Interpreting The Statutory Definition Of A Security: Some Pragmatic Considerations., James P. Brennan

St. Mary's Law Journal

The term “association” ordinarily suggests a collective of people bound together in pursuit of a particular purpose. The purpose of many associations is to realize financial gain through investing members’ money under circumstances that may amount to the sale of a security by the association. There are various types of associations that sell club memberships. These transactions lie either within or without the scope of federal and state securities acts. In examining the substance of membership in an association, courts have identified the elements that determine whether a transaction is a security. The elements include the investment of a member’s …

Real Estate Investments As Securities: The Sufficiency Of The Howey Test Student Symposium - Interpreting The Statutory Definition Of A Security: Some Pragmatic Considerations., John W. Mcleod

St. Mary's Law Journal

The purpose of this article is to examine the kind of protection afforded to real estate investors through the securities acts passed the 1930s. The Supreme Court decision in SEC v. W.I. Howey Co. (1946) held that a security exists when (1) there is an investment of money (2) in a common enterprise (3) with profits to come solely from the efforts of others. This study considers the criticisms of Howey by two legal commentators of the late 1960s, Professor Coffee and Professor Long, in its examination of three main types of real estate investments: land syndications, condominiums, and cooperative …

Reform Of The Florida Securities Law, James Mofsky

Florida State University Law Review

No abstract provided.

Securities Regulation - Attorney's Liability For Erroneous Opinion Letter - Negligence Standard Is Sufficient For Injunction In Sec Enforcement Action, Marina P. Bartley

Villanova Law Review (1956 - )

No abstract provided.

The New Annual Report To Shareholders, Robert S. Kant

Villanova Law Review (1956 - )

No abstract provided.

The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin

Villanova Law Review (1956 - )

No abstract provided.

Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis

Villanova Law Review (1956 - )

No abstract provided.

Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson

Villanova Law Review (1956 - )

No abstract provided.

Securities Regulation - Purchaser-Seller Requirement Under Rule 10b-5 Abandoned By The Seventh Circuit, Standing To Sue Granted To A Non-Purchasing Or Selling Plaintiff, Garry Paul Jerome

Villanova Law Review (1956 - )

No abstract provided.