Securities Regulation

“An investment contract for purposes of the Securities Act means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party…” In the twenty-five years following that statement by the Supreme Court in SEC v. W.J. Howey Co., the test announced adequately protected the investing public and, with few…

Extraterritorial Application of the Securities Acts

The federal securities laws, and the 1934 Act in particular, have only recently been applied to transactions that are substantially extraterritorial. During the last ten years, however, the courts have increasingly accepted jurisdiction over securities violations that involve small amounts of local “conduct” or “effect.” Between the relatively clear situations in which both significant conduct and effect occur either domestically or outside the United States, the courts have struggled to…

Section 16(b): Insider Trading

This Article analyzes the elements of Section 16(b) of the 1934 Securities Exchange Act, as well as the common law history of insider trading.

Regulation of Tender Offers

This Article goes in depth in looking at the Williams Act, which governs tender offers in takeover situation.

SEC Rule 10b-5

Rule 10b-5, the most comprehensive of the antifraud provisions found in federal securities law, has been described as a proscription of “practically any sin of omission or commission which may be imagined in connection with the purchase or sale of a security.” While the essence of the rule is that it requires disclosure of material facts, it does not impose strict liability for misrepresentation or omission. The nature and extent…
Book Review

Review of “Law in America: A History,””By Bernard Schwartz

Edwin W. Tucker