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,...

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...

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...

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 essay, based on the author's presentation last September to the annual meeting of the North American Securities Administration Association (NASAA), addresses several issues related to Rule 506, the most widely-used of the SEC's transactional exemptions from federal registration of...

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...

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...

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...