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...

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...

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...

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...

Insider trading has permeated the investment banking industry, moving beyond the traditional insider trading context. The new environment consists of outsiders, investment bankers, and their employees, who breach their client's confidences when they misappropriate nonpublic information for...

In the Supreme Court of the United States' decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., the Court recognized that lawyers participating in a securities offering may be primarily liable under Section 10(b) of the Securities Exchange Act of 1934 and under one...

The European Community (EC), as part of its mandate under the Treaty of Rome to create a single internal market by 1992, has enacted an EC-wide prohibition on insider trading. The EC's “Council Directive Coordinating Regulations on Insider Dealing” is a mandatory model act setting forth the...

When Congress passed the National Securities Markets Improvement Act of 1996 (NSMIA), it unilaterally withdrew the preexisting power of the states to require pre-sale registration disclosures by issuers, including the power to conduct pre-sale disclosure review, merit review, or any other kind...

Congress, urged by the states to fill the “gap” left by their existing regulatory schemes for local securities markets, passed the Securities Act of 1933 and the Securities Exchange Act of 1934. Since the enactment of federal legislation, investors in securities have been protected by a dual...