Credit default swap portfolio securities lending program, inability to access capital markets, credit rating downgrade

The article provides a brief overview of Section 12(g) of the Securities Exchange Act of 1934 and argues that the SEC should adopt a new rule exempting from its application private companies with no active secondary trading in their securities, regardless if they have 500 or more shareholders

The article provides a brief history of hedge fund adviser registration requirements under the Investment Advisers Act, an overview of the hedge fund adviser registration provision included in the Dodd-Frank Act, and a discussion of such provision's impact on private equity and venture capital funds

The Article examines the investor protection/capital formation balance with respect to private placements of securities. Specifically, it details various rule changes that were implemented over the years to enhance capital formation and other events that have occurred over the same timeframe...

We explore the theory, law, and practice of the shift by public companies from a plurality voting standard for the election of directors to a majority voting standard, an emerging governance reform sweeping corporate America. Although not mandated by law, as of October 2006, more than 250 public...

In a groundbreaking deal closed in May 2007, Oaktree Capital Management LLC, a leading private U.S. hedge fund advisory firm, sold a 15 percent equity stake in itself for $880 million. The deal is groundbreaking because it was not structured as an initial public offering (IPO), traditionally the...

The Article examines the reverse merger method of going public. It describes the principal features of reverse mergers, including deal structure and legal compliance. Although reverse mergers are routinely pitched as cheaper and quicker than traditional IPOs, the Article argues that such pitches...

The Article examines Private Investments in Public Equity (PIPEs), an important source of financing for small public companies. The Article describes common characteristics of PIPE deals, including the types of securities issued and the basic trading strategy employed by hedge funds, the most...

The article examines the mandatory requirement under state corporate law and stock exchange listing standards that public corporations hold annual shareholders' meetings for the election of directors. Specifically, I question the value of requiring corporations to (1) elect directors annually,...

In the wake of the 2003 mutual fund scandal, numerous lawsuits have been filed against mutual fund officers, directors and investment advisers. Many of these lawsuits allege violations of section 36(a) of the Investment Company Act of 1940. Section 36(a) provides a federal cause of action for a...