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The SEC and the Failure of Federal, Takeover Regulation
Florida State University Law Review Volume 34 Issue 2 Article 2 2007 The SEC and the Failure of Federal, Takeover Regulation Steven M. Davidoff [email protected] Follow this and additional works at: https://ir.law.fsu.edu/lr Part of the Law Commons Recommended Citation Steven M. Davidoff, The SEC and the Failure of Federal, Takeover Regulation, 34 Fla. St. U. L. Rev. (2007) . https://ir.law.fsu.edu/lr/vol34/iss2/2 This Article is brought to you for free and open access by Scholarship Repository. It has been accepted for inclusion in Florida State University Law Review by an authorized editor of Scholarship Repository. For more information, please contact [email protected]. FLORIDA STATE UNIVERSITY LAW REVIEW THE SEC AND THE FAILURE OF FEDERAL TAKEOVER REGULATION Steven M. Davidoff VOLUME 34 WINTER 2007 NUMBER 2 Recommended citation: Steven M. Davidoff, The SEC and the Failure of Federal Takeover Regulation, 34 FLA. ST. U. L. REV. 211 (2007). THE SEC AND THE FAILURE OF FEDERAL TAKEOVER REGULATION STEVEN M. DAVIDOFF* I. INTRODUCTION.................................................................................................. 211 II. THE GOLDEN AGE OF FEDERAL TAKEOVER REGULATION.................................. 215 A. The Williams Act (the 1960s) ..................................................................... 215 B. Going-Privates (the 1970s)......................................................................... 219 C. Hostile Takeovers (the 1980s)..................................................................... 224 1. SEC Legislative -
Rethinking the Federal Securities Laws
Florida International University College of Law eCollections Faculty Publications Faculty Scholarship 2003 Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws Jerry W. Markham Florida International University College of Law Follow this and additional works at: https://ecollections.law.fiu.edu/faculty_publications Part of the Banking and Finance Law Commons Recommended Citation Jerry W. Markham, Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws, 28 N.C.J. Int'l L. & Com. Reg. 725, 812 (2003). This Article is brought to you for free and open access by the Faculty Scholarship at eCollections. It has been accepted for inclusion in Faculty Publications by an authorized administrator of eCollections. For more information, please contact [email protected]. +(,121/,1( Citation: Jerry W. Markham, Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws, 28 N.C.J. Int'l L. & Com. Reg. 725 (2003) Provided by: FIU College of Law Content downloaded/printed from HeinOnline Tue May 1 11:26:02 2018 -- Your use of this HeinOnline PDF indicates your acceptance of HeinOnline's Terms and Conditions of the license agreement available at https://heinonline.org/HOL/License -- The search text of this PDF is generated from uncorrected OCR text. -- To obtain permission to use this article beyond the scope of your HeinOnline license, please use: Copyright Information Use QR Code reader to send PDF to your smartphone or tablet device Accountants Make Miserable Policemen: Rethinking the Federal -
Alemany, Ricard
1 As I finished my first year of the MBA, one of my mentor’s advice was to read. Used to reading case studies, the question really was “what books should I read?”. After two years at IESE, and experiencing first hand the breadth and depth of knowledge shared from IESE Faculty, I thought the most valuable advice on what to read was right in front of me. How could I continue to learn from professors beyond the classroom, once the MBA path comes to an end. I thought a reading list from IESE Faculty could serve not just me, but my whole class and perhaps future IESE graduates, as a guide to continue learning. Therefore, I asked professors for book recommendations that would inspire and guide us in our future endeavors. The document that follows is the result of it. I hope you find this document insightful and useful. I would like to thank all the participating professors for their recommendations and participation in the project and for sharing their knowledge not only in class, but also beyond it. Additionally, I am grateful for the help and patience of Eduardo Pérez (IESE MBA 2019), the creative genius, who has given shape of the document that I here present to you. Antonio Recio Sanromán. " Our brain is like our body: it needs exercise. If you don’t read at least one good book every month, you will lose most of the good intellectual and analytical shape you got during the MBA reading every day case after case… So, don’t stop reading. -
The New Investor Tom C.W
The New Investor Tom C.W. Lin EVIEW R ABSTRACT A sea change is happening in finance. Machines appear to be on the rise and humans on LA LAW LA LAW the decline. Human endeavors have become unmanned endeavors. Human thought and UC human deliberation have been replaced by computerized analysis and mathematical models. Technological advances have made finance faster, larger, more global, more interconnected, and less human. Modern finance is becoming an industry in which the main players are no longer entirely human. Instead, the key players are now cyborgs: part machine, part human. Modern finance is transforming into what this Article calls cyborg finance. This Article offers one of the first broad, descriptive, and normative examinations of this sea change and its wide-ranging effects on law, society, and finance. The Article begins by placing the rise of artificial intelligence and computerization in finance within a larger social context. Next, it explores the evolution and birth of a new investor paradigm in law precipitated by that rise. This Article then identifies and addresses regulatory dangers, challenges, and consequences tied to the increasing reliance on artificial intelligence and computers. Specifically, it warns of emerging financial threats in cyberspace, examines new systemic risks linked to speed and connectivity, studies law’s capacity to govern this evolving financial landscape, and explores the growing resource asymmetries in finance. Finally, drawing on themes from the legal discourse about the choice between rules and standards, this Article closes with a defense of humans in an uncertain financial world in which machines continue to rise, and it asserts that smarter humans working with smart machines possess the key to better returns and better futures. -
A Business Lawyer's Bibliography: Books Every Dealmaker Should Read
585 A Business Lawyer’s Bibliography: Books Every Dealmaker Should Read Robert C. Illig Introduction There exists today in America’s libraries and bookstores a superb if underappreciated resource for those interested in teaching or learning about business law. Academic historians and contemporary financial journalists have amassed a huge and varied collection of books that tell the story of how, why and for whom our modern business world operates. For those not currently on the front line of legal practice, these books offer a quick and meaningful way in. They help the reader obtain something not included in the typical three-year tour of the law school classroom—a sense of the context of our practice. Although the typical law school curriculum places an appropriately heavy emphasis on theory and doctrine, the importance of a solid grounding in context should not be underestimated. The best business lawyers provide not only legal analysis and deal execution. We offer wisdom and counsel. When we cast ourselves in the role of technocrats, as Ronald Gilson would have us do, we allow our advice to be defined downward and ultimately commoditized.1 Yet the best of us strive to be much more than legal engineers, and our advice much more than a mere commodity. When we master context, we rise to the level of counselors—purveyors of judgment, caution and insight. The question, then, for young attorneys or those who lack experience in a particular field is how best to attain the prudence and judgment that are the promise of our profession. For some, insight is gained through youthful immersion in a family business or other enterprise or experience. -
Insider Trading
Brooklyn Law School BrooklynWorks Faculty Scholarship 9-1998 Outsider Trading on Confidential Information: A Breech in Search of a Duty Roberta S. Karmel Brooklyn Law School, [email protected] Follow this and additional works at: https://brooklynworks.brooklaw.edu/faculty Part of the Other Law Commons, and the Securities Law Commons Recommended Citation 20 Cardozo L. Rev. 83 (1998-1999) This Article is brought to you for free and open access by BrooklynWorks. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of BrooklynWorks. OUTSIDER TRADING ON CONFIDENTIAL INFORMATION-A BREACH IN-SEARCH OF A DUTY Roberta S. Karmel* INTRODUCTION Insider trading cases are a key part of the enforcement pro- gram of the Securities and Exchange Commission ("SEC").1 Many prosecutions of insider trading, however, do not involve true in- sider trading. Rather, they involve trading by outsiders, that is, persons who are not employed by the issuer whose securities are traded, and who trade on nonpublic market information. A fre- quent type of outsider trading is trading in anticipation of a tender offer not yet announced. Because of the egregious facts underly- ing these cases, the SEC has been able to prosecute hundreds of cases without formulating a reasoned analysis of the legal and policy issues involved. Also, despite the large number of articles discussing insider trading, a general consensus among commenta- tors has not developed as to why insider trading is unlawful.2 * Professor and Co-Director of the Center for the Study of International Business Law at Brooklyn Law School. The author is also of counsel to Kelley Drye & Warren LLP. -
JCCC Hosts 'Public Enemies' Author, Bryan Burrough
Noted Author JCCC hosts ‘Public Enemies’ author, Bryan Burrough Best-selling author Bryan Burrough will present Public Enemies: The True Story at 11 a.m. Monday, Nov. 2, in Craig Community Auditorium. The event is free and open to the public. Burrough’s book Public Enemies: America’s Greatest Crime Wave and the Birth of the FBI, 1933-34 is the definitive account of the 1930s crime wave that brought notorious criminals like Bonnie and Clyde to America’s front pages. A major movie based on the book, also named Public Enemies, starring Johnny Depp as the legendary bank robber John Dillinger and Christian Bale as his nemesis, FBI agent Melvin Purvis, was released this summer. The movie Public Enemies was shown Friday, Oct. 23, in Craig Community Auditorium. Burrough is currently a special correspondent at Vanity Fair magazine and the author of five books. A graduate of the University of Missouri School of Journalism in 1983, Burrough became a reporter for The Wall Street Journal. From 1983 to 1992, he reported from Dallas, Houston, Pittsburgh and, during the late 1980s, covered the busy mergers and acquisitions beat in New York. He is a three-time winner of the prestigious Gerald Loeb Award for Excellence in Financial Journalism. In 1990, Burrough and John Helyar co-authored Barbarians Campus Activities is bringing best-selling author Bryan Burrough at the Gate, the story of the fight for control of RJR Nabisco. to campus Nov. 2. The No. 1 New York Times best-seller has been hailed as one of the most influential business narratives of all time In addition to consulting work for 60 Minutes and various and was made into an HBO movie in 1993. -
J. Edgar Hoover and the Anti-Interventionists
J. Edgar Hoover and the Anti-interventionists J. Edgar Hoover and the Anti-interventionists FBI Political Surveillance and the Rise of the Domestic Security State, 1939–1945 Douglas M. Charles THE OHIo STATE UNIVERSITY PREss • COLUMBUS Copyrght © 2007 by The Oho State Unversty. All rghts reserved. Library of Congress Catalogng-n-Publcaton Data Charles, Douglas M. J. Edgar Hoover and the ant-nterventonsts : FBI poltcal survellance and the rse of the domestc securty state, 1939–1945 / Douglas M. Charles. p. cm. Includes bblographcal references and index. ISBN-13: 978-0-8142-1061-1 (cloth : alk. paper) ISBN-10: 0-8142-1061-9 (cloth : alk. paper) ISBN-13: 978-0-8142-9140-5 (cd-rom) ISBN-10: 0-8142-9140-6 (cd-rom) 1. Hoover, J. Edgar (John Edgar), 1895–1972. 2. Roosevelt, Frankln D. (Frankln Delano), 1882–1945. 3. Unted States. Federal Bureau of Investgaton—History. 4. World War, 1939–1945—Unted States. 5. Intellgence servce—Unted States— History—20th century. 6. Internal securty—Unted States—History—20th cen- tury. 7. Dssenters—Government polcy—Unted States—History—20th century. 8. Neutralty—Unted States—History—20th century. 9. Unted States—History—1933– 1945. 10. Unted States—Foregn relatons—1933–1945—Publc opnon. I. Ttle. HV8144.F43C43 2007 940.53'160973—dc22 2006102680 Cover desgn by Janna Thompson-Chordas Typeset in Adobe Minon Pro Typesettng by Julet Wllams Prnted by Thomson-Shore The paper used in ths publcaton meets the mnmum requrements of the Amercan Natonal Standard for Informaton Scences—Permanence of Paper for Prnted Library -
Journalists As Investigators and ‘Quality Media’ Reputation
JOURNALISTS AS INVESTIGATORS AND ‘QUALITY MEDIA’ REPUTATION ALEX BURNS (Refereed) Faculty of Business and Law Victoria University [email protected] BARRY SAUNDERS Researcher, Centre for Policy Development [email protected] The current ‘future of journalism’ debates focus on the crossover (or lack thereof) of mainstream journalism practices and citizen journalism, the ‘democratisation’ of journalism, and the ‘crisis in innovation’ around the ‘death of newspapers’. This paper analyses a cohort of 20 investigative journalists to understand their skills sets, training and practices, notably where higher order research skills are adapted from intelligence, forensic accounting, computer programming, and law enforcement. We identify areas where different levels of infrastructure and support are necessary within media institutions, and suggest how investigative journalism enhances the reputation of ‘quality media’ outlets. Keywords investigative methods; journalism, quality media, research skills 1. Research problem, study context and methodology In the land of the blind, the man with a print-out of a Clay Shirky blog is king. (Ben Eltham, Fellow, Centre for Policy Development (Eltham 2009)) 1.1 Study context: The polarised debate on the ‘future of journalism’ It’s currently fashionable in ‘future of journalism’ and similar new media conferences to proclaim the demise of journalists due to social media platforms, and a ‘crisis in innovation’ which may lead to the ‘death of newspapers’. Citizen Journalists who write for local media (Gillmor 2004) and ‘professional amateurs’ or ProAms (Leadbeater and Miller 2004) are portrayed as the preferred future in many university programs on journalism and new media. Some social media proponents even claim, in adversarial language, that journalists co-opt ‘our stories’ from ‘our community’ of bloggers and user-generated content (Papworth 2009). -
Navigating Uncharted Waters Burton W
Brooklyn Journal of International Law Volume 40 | Issue 3 Article 7 2015 Castaway: Navigating Uncharted Waters Burton W. King Follow this and additional works at: https://brooklynworks.brooklaw.edu/bjil Recommended Citation Burton W. King, Castaway: Navigating Uncharted Waters, 40 Brook. J. Int'l L. (2015). Available at: https://brooklynworks.brooklaw.edu/bjil/vol40/iss3/7 This Note is brought to you for free and open access by the Law Journals at BrooklynWorks. It has been accepted for inclusion in Brooklyn Journal of International Law by an authorized editor of BrooklynWorks. CASTAWAY: NAVIGATING UNCHARTED WATERS “[W]histle-blowing is a generous, positive act—someone put- ting his or her career on the line in order to stop a serious problem froM causing preventable harm to others. Whistle- blowers are not traitors, but people with courage who prefer to take action against abuses they come across rather than tak- ing the easy route and remaining silent.”1 INTRODUCTION n May 20, 2013, former National Security Agency O(“NSA”) contractor Edward Snowden boarded a flight from Hawaii to Hong Kong with a massive trove of classified documents.2 During 2012 and 2013, Snowden secretly compiled and purloined the cache of documents from the NSA over the course of a fifteen-month stint as an NSA contractor in Ha- 1. Report of the Comm. on Legal Affairs and Human Rights on The Pro- tection of “Whistleblowers,” U.N. Doc. 12006, at 6 (2009) [hereinafter Whis- tleblower Protection Report], https://whistlenetwork.files.wordpress.com/2014/12/omtizgt-report-wb- doc12006-14sept2009.pdf. 2. Glenn Greenwald, Ewen MacAskill & Laura Poitras, Edward Snow- den: The Whistleblower Behind the NSA Surveillance Revelations,GUARDIAN, June 9, 2013, http://www.theguardian.com/world/2013/jun/09/edward- snowden-nsa-whistleblower-surveillance. -
The Legal Environment for Foreign Private Equity Firms in China
Fordham Journal of Corporate & Financial Law Volume 16 Issue 4 Article 4 2011 The Legal Environment For Foreign Private Equity Firms In China Lawrence Zhan Zhang Follow this and additional works at: https://ir.lawnet.fordham.edu/jcfl Part of the Law Commons Recommended Citation Lawrence Zhan Zhang, The Legal Environment For Foreign Private Equity Firms In China, 16 Fordham J. Corp. & Fin. L. 839 (2011). Available at: https://ir.lawnet.fordham.edu/jcfl/vol16/iss4/4 This Article is brought to you for free and open access by FLASH: The Fordham Law Archive of Scholarship and History. It has been accepted for inclusion in Fordham Journal of Corporate & Financial Law by an authorized editor of FLASH: The Fordham Law Archive of Scholarship and History. For more information, please contact [email protected]. The Legal Environment For Foreign Private Equity Firms In China Cover Page Footnote J.D. Candidate, Fordham University School of Law, 2011; M.A., Economics, Washington University in St. Louis, 2007; B.A., Economics, magna cum laude, Renmin University of China, 2005. I am very grateful to Professor Richard Squire for his invaluable advice. I would like to thank Hogan Chao, Huan Fang, Alex Yong Hao, Yeqing Zheng and Jie Zhu for their comments and inspiration. Special thanks are due to the editors and staff of the Fordham Journal of Corporate & Financial Law for their hard work throughout the publication process. It goes without saying that all errors, inaccuracies and omissions remain my own. This article is available in Fordham Journal of Corporate & Financial Law: https://ir.lawnet.fordham.edu/jcfl/vol16/ iss4/4 THE LEGAL ENVIRONMENT FOR FOREIGN PRIVATE EQUITY FIRMS IN CHINA * Lawrence Zhan Zhang ABSTRACT From a little-known, foreign concept to a critical component of the country’s increasingly multi-layered capital markets, private equity in China has undergone tremendous development in the past decade. -
Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws
NORTH CAROLINA JOURNAL OF INTERNATIONAL LAW Volume 28 Number 4 Article 1 2003 Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws Jerry W. Markham Follow this and additional works at: https://scholarship.law.unc.edu/ncilj Recommended Citation Jerry W. Markham, Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws, 28 N.C. J. INT'L L. 725 (2002). Available at: https://scholarship.law.unc.edu/ncilj/vol28/iss4/1 This Article is brought to you for free and open access by Carolina Law Scholarship Repository. It has been accepted for inclusion in North Carolina Journal of International Law by an authorized editor of Carolina Law Scholarship Repository. For more information, please contact [email protected]. Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws Cover Page Footnote International Law; Commercial Law; Law This article is available in North Carolina Journal of International Law: https://scholarship.law.unc.edu/ncilj/vol28/ iss4/1 Accountants Make Miserable Policemen: Rethinking the Federal Securities Laws Jerry W. Markham* Introdu ction ..................................................................................................... 72 5 The Federal Securities Laws ............................................................................ 729 B efore the SE C ............................................................................................ 729 Federal Regulatory Efforts .........................................................................