Common law fiduciary relationships are a dynamic and ubiquitous part of our everyday lives. They generally arise organically and by operation of law whenever an individual reposes her special trust and confidence in another person

Although the EU has achieved an impressive degree of harmonization in the securities laws of its member states, it has not yet advanced any effective collective private remedies for violations of those securities laws. This is especially noteworthy since the U.S. Supreme Court's decision in...

This article addresses Congress's promise that an exemption for private placements publicly offered to accredited investors, as mandated by Title II of the Jumpstart Our Business Startups Act (JOBS Act), would provide greater access to capital for our nation's businesses. Based on an extensive...

The Jumpstart Our Business Startups Act (JOBS Act), signed into law by President Obama on April 5, 2012, after passage by Congress with bipartisan support, was ostensibly designed to promote job creation by eliminating perceived securities regulatory impediments to capital formation by small...

This article addresses the array of regulatory exemptions from federal registration requirements under the Securities Act of 1933. The author briefly describes those exemptions and then discusses what he has identified as the regulatory vortex that drives the overwhelming majority of private...

This article addresses the international regulation of Euroequity distributions and the possibilities for regulatory harmonization. In particular, the article focuses on whether the regulation of these offerings in the U.S. and the U.K. should be or could be harmonized. It provides an in-depth...

Despite the rapid internationalization of the global securities market, regulatory disharmony has been a persistent obstacle to multi-jurisdictional offerings. However, the increased demand for comparable information in the analysis of investment risk necessary to the allocation of assets has...

The EU has become the world’s primary actor in accomplishing multinational regulatory harmony in the field of securities regulation. In its recent adoption of the Investment Services Directive, the EU has completed a critical chapter of its evolving regulatory code for the European capital...

The world’s fragmented, sovereign securities markets have been dramatically transcended by the forces of internationalization. Worldwide deregulation has collapsed many of the regulatory barriers to an integrated global marketplace. The most dynamic regulatory evolution has occurred in the...

By the 1960’s, use of the cash tender offer had become the predominant method for acquisition and control of publicly held companies, a method then virtually free of government regulation. However, in the absence of regulation, abuses emerged, underscoring the need for federal and state...