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...

Since the passage of the Securities Exchange Act of 1934, federal securities law has proscribed the use of material nonpublic information in buying and selling securities. However, the term “insider trading” has not been defined in federal legislation. Rather, the nature of its proscription...

State regulators utilize merit review to protect investors, issuers, and the marketplace by focusing on the substantive quality of securities offerings. In this article, the author addresses the evolution of the dual regulatory system and the resulting roles of the state and federal securities...

State and federal courts have long struggled with the issue of what constitutes a security. Despite the similarities of state and federal statutory language and the Uniform Securities Act's interpretive policy, state and federal precedents are hardly interchangeable. Yet, from the genesis of the...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...