Securities Law Commons^™

Securities Market And Securities Regulations In China, Fengxia Dai

LLM Theses and Essays

China is a large developing country with a socialist ideology that is currently undergoing a period of reform and transformation. In December 1990, China opened its first national securities market - the Shanghai Securities Exchange. This was soon followed in November 1991 by the first special shares denominated in foreign currencies and sold only to overseas investors. These important steps in the development of China’s securities industry indicate commitment by Chinese authorities to the two key components of the nation’s economic reform program - economic systemic reform, and opening to the outside world. China’s securities market and securities regulations contain …

Gustafson: One Small Step (Backward) For Private Plaintiffs, One Giant Leap (Backward) For The Securities Bar, J. Dormer Stephen Iii

Oklahoma Law Review

No abstract provided.

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.

The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman

Michigan Law Review

As a matter of analytical style, this article illustrates a contextualist approach. For a considerable period of time, the dominant analytical style in corporate and securities .law has been a variant of economic, or law and economics, analysis. The virtue of this type of analysis is that it focuses on what its authors deem to be crucial variables and reaches conclusions derived from the core of a specific legal problem. The defect of this type of analysis is that so much is assumed or often assumed away.

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.

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

Articles by Maurer Faculty

No abstract provided.

The Integration Of Securities Offerings: A Proposed Formula That Fosters The Policies Of Securities Regulation, Cheryl L. Wade

Faculty Publications

(Excerpt)

The Securities Act of 1933 ("1933 Act" or "the Act") generally requires the filing of a registration statement with the Securities and Exchange Commission (the "SEC") prior to the offer or sale of any security and prohibits the sale of any security prior to the effective date of the registration statement. For the prospective issuer of securities, the preparation and filing of this registration statement can be costly and time-consuming. To prevent the hampering of commerce that results from unnecessary registration, the 1933 Act provides a variety of exemptions from registration that relieve issuers of the cost and delay …

The Sec And The Future Of Corporate Governance, Mark J. Loewenstein

Publications

No abstract provided.

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

Indiana Law Journal

No abstract provided.

The Capital Markets In Transition: A Response To New Sec Rule 144a, Kellye Y. Testy

Indiana Law Journal

No abstract provided.

The Securities Arbitrators' Nightmare, Constantine N. Katsoris

Fordham Urban Law Journal

Securities arbitration panels have arisen to deal with the rising tide of securities litigation. However, the application of arbitration procedure to securities claims has caused problems with clashes of procedure and enforcement issues. The United States Arbitration Act was passed to The Supreme Court addressed some of those issues in Dean Witter Reynolds Inc. v. Byrd, but did not determine whether Wilko v. Swan's effective repeal of the Arbitration Act as it applies to securities claims brought under the Securities Act of 1933 also covered securities claims brought under the Securities Act of 1934. The author eventually determines that because …

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, …

Shelf Registration, Integrated Disclosure, And Underwriter Due Diligence: An Economic Analysis, Merritt B. Fox

Articles by Maurer Faculty

No abstract provided.

Derivative Liability In Securities Law: Controlling Person Liability, Respondeat Superior, And Aiding And Abetting, Ralph C. Ferrara, Diane Sanger

Washington and Lee Law Review

No abstract provided.

Continuing Confusion In The Definition Of A Security: The Sale Of Business Doctrine, Discretionary Trading Accounts, And Oil, Gas And Mineral Interests

Washington and Lee Law Review

No abstract provided.

Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson

William & Mary Law Review

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.

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 …

Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski

William & Mary Law Review

No abstract provided.

Implied Private Rights Of Action Under The Securities Act Of 1933 Section 17(A), Steven M. Stankewicz

University of Michigan Journal of Law Reform

This article considers the existence of a private right of action under Securities Act section 17(a). Part I examines the evolving implication doctrines, and their applicability to section 17(a).Part II discusses the need for a statutory solution and the treatment of implied rights of action under the American Law Institute's proposed Federal Securities Code.

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 …

Public Utility Holding Company Act Of 1935 -- Fossil Or Foil?, Douglas W. Hawes

Vanderbilt Law Review

The 1935 Act, like the Investment Company Act of 1940, is concerned primarily with regulation and does not emphasize disclosure, as does the Securities Act of 1933. Under the 1935 Act, unless an exemption is available, all holding companies whose subsidiaries are engaged in the electric utility business or in the retail distribution of natural or manufactured gas must register. Once registered, a holding company becomes subject to two principal kinds of provisions under the Act. The geographical integration and corporate simplification process mandated by section 11 (and sections 6, 7, 9, and 10, which are designed to prevent new …

Case Note: Securities Law - Pensions - An Involuntary Noncontributory Employee Pension Fund Is A "Security" Under The Federal Securities Laws, Peter J. Kurshan

Fordham Urban Law Journal

In this case note, Peter J. Kurshan analyzes Daniel v. International Brotherhood of Teamsters, 410 F. Supp. 541 (N.D. Ill. 1976), appeal docketed, No. 76-1855 (7th Cir. April 29, 1976). Plaintiff union member John Daniel was denied the right to receive union pension benefits after working for twenty-two and one half years. The trustees of the Local 705 Fund denied the benefits because Daniel's employment was not continuous. They contended that Daniel did not meet the conditions of the union pension plan, since he had been laid off involuntarily for several months. As a result, Daniel brought a class action …

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 …

Foreign Bribes And The Securities Acts' Disclosure Requirements, Michigan Law Review

Michigan Law Review

The Securities Act of 1933 and the Securities Exchange Act of 1934 require most major corporations to disclose to investors all material information concerning company operations. Although they were not intended to regulate the conduct of business, these disclosure obligations can have a deterrent effect upon improper corporate activities. The recent revelation that a significant number of corporations have been making bribes and similar payments abroad has created interest in the feasibility of employing the disclosure requirements to curtail this practice. This Note will show that, despite recent pressures for change, the Securities and Exchange Commission has continued to view …

Commercial Paper: An Exempted Security Under Section 3 (A) (3) Of The Securities Act Of 1933, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Recapitalizations Under Section 3 (A) (9) Of The Securities Act Of 1933, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

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

Indiana Law Journal

No abstract provided.

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 …

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 …