The Second Circuit\u27s Approach to the In Connection With Requirement of Rule 10b-5

This Commentary examines the evolution of the in connection with requirement within the Second Circuit, focusing on cases decided in the 1985-86 term. It attempts to illustrate the direction the Circuit has taken in dealing with complex issues of securities fraud

Arbitration Of Investors’ Claims Against Issuers: An Idea Whose Time Has Come?

Ever since the U.S. Supreme Court held that arbitration provisions contained in brokerage customers’ agreements were enforceable with respect to federal securities claims, proposals have been floated to include in an issuer’s governance documents a provision that would require arbitration of investors’ claims against the issuer. To date, however, publicly traded domestic issuers and their counsel have not seriously pursued these proposals, probably because of several legal obstacles to implementation. In addition to these legal obstacles, publicly traded issuers may not have perceived significant advantages to arbitration. Recent legal developments, however, make inclusion of an arbitration provision in a publicly traded issuer’s governance documents a proposal worthy of serious consideration. In particular, because of the Supreme Court’s recent opinion in AT&T Mobility LLC v. Concepcion, issuers may be able to achieve an advantage through adoption of an arbitration provision in their governance documents that they were not able to achieve through PSLRA and the Securities Litigation Uniform Standards Act. They could finally achieve the demise of securities class claims

Visual notes, fragments and allusions: drawing and painting thesis

The thesis discusses drawings and paintings completed during the period of study from October, 1975 to April, 1977 and presented at the Department of Art and Architecture Gallery April 21, 1977 to May 13, 1977

The U.S. as Reluctant Shareholder: Government, Business and the Law

Despite the likelihood of future bailouts, the government articulated a consistent policy to deal with private enterprise failure, and there is no rule book for how the government should act This is not surprising; the philosophy of free market capitalism, so deeply engrained in the U.S. economic system, is difficult to reconcile with government\u27s rescue of businesses that fail in that system. Unlike some other countries, the U.S. government does not invest surplus funds or engage in entrepreneurial activities for economic gain. The phrase nationalizing private business conveys serious negative connotations. Accordingly, how the government behaves when it is a significant shareholder in private business is a question worthy of examination. Part II of this Article sets forth, as background, general principles of corporate governance as well as the T ARP bailout policy as articulated Congress and the executive branch. Part III then closely examines the government\u27s actions as an equity holder. It begins with the closest parallel to the current situation, the Federal Deposit Insurance Corporation\u27s (FDIC) 1984 acquisition of an eighty percent ownership interest in the public holding company of Continental Illinois National Bank and Trust Co. (Continental Illinois), which was, before its failure, one of the ten largest banks in the United States. The paper then looks at the 2008-09 bailouts of AIG, Citigroup, GM, Chrysler and Ally and shows that the government has developed a policy for how it acts as a shareholder. Moreover, notwithstanding the government\u27s assertions of a reluctant shareholder policy, the government has been deeply involved in these companies as a creditor, regulator, and legislator. Finally, in Part IV, I argue that government intervention in business has become sufficiently regular that the government should develop policies for the future so that its actions are more forthright and transparent. To that end, I set forth a modest proposal consisting of three suggestions