Partnership by Estoppel

Wherever one of two innocent persons must suffer by the acts of a third, he who has enabled such third person to occasion the loss must sustain it. \u27 This statement, repeated with tedious frequency in the cases, is both obvious and misleading in its simplicity, for of all the maxims of law based on notions of natural justice, this is one of the most difficult to apply. This discussion will explore it as applied in the law of partnership, so-called partnership by estoppel. In addition, the liability of those who have retired from partnerships will be considered since, although this is not based on partnership by estopper\u27 in the strict sense of the term, the problems involved are analogous

The Evolving Role of Section 16(b)

The evils which section 16(b) of the Securities Exchange Act of 1934 was enacted to prevent are well known. As expressed in one of the committee reports, this so-called shortswing trading provision was intended to protect the interests of the public against the predatory operations of directors, officers, and principal stockholders of corporations by preventing them from speculating in the stock of the corporations to which they owe a fiduciary duty. To curb such speculation, section 16(b) provides for recovery by the corporation, or by one or more stockholders acting in its behalf, of any profit realized from purchases and sales of equity securities within a six-month period by directors, officers, or beneficial owners of more than ten percent of any class of equity security of the corporation registered on a national stock exchange. The corporation is thus provided with a method of recouping from insiders profits realized either through purchase of an equity security followed by its sale at a higher price, or from sale of an equity security followed by a purchase at a lower price within the six-month period. Once the statutory conditions have been fulfilled, it is irrelevant that the insider either did not make unfair use of inside information or that he might not have intended, at the time he purchased the security, to sell it within six months

An Analysis of Recent Proposals for Reform of Federal Securities Legislation

Today the securities industry is in the midst of rapid change. Indeed it has been for at least the past decade, but in recent years the pace of change has increased, and its emphasis has shifted. Legislative and administrative reforms that could not have been anticipated a decade ago are likely in the near future, and it is still impossible to predict accurately the shape of the markets of tomorrow or the rules by which they will be governed. It is the purpose of this Article to focus on these recent developments, to summarize and evaluate various proposals for reform, and to attempt a rough prediction of the shape of things to come-although prophecy is at best an inexact, if not a hazardous, endeavor

Civil Liability Under the Federal Proxy Rules

Although tender offers continue to be the most popular method of acquiring control of a corporation, recent times have seen the increasing use of proxy contests. When a corporate tender offer is followed by a merger or asset acquisition, the proxy rules are also likely to be of considerable importance. Whatever might be said with regard to the adequacy of the disclosure rules under the Williams Act (and much has been said) Professor Loss\u27s observation, made as early as 1951, that [t]he proxy rules are very likely the most effective disclosure device in the SEC scheme continues to be a valid appraisal. Indeed, the centrality of the proxy and annual reporting provisions of the Securities Exchange Act of 1934 has now been recognized both by the American Law Institute\u27s ill-fated Proposed Federal Securities Code, and the Securities and Exchange Commission\u27s adoption of its Integrated Disclosure System, greatly simplifying the disclosure required by the Securities Act of 1933 for corporations which are already filing periodic reports pursuant to the Securities Exchange Act of 1934. The law relating to proxy disclosure is of an older vintage than that which deals with tender offers, but there are still some issues on which courts continue to differ with respect to proxy regulation. This Article will examine four of these, namely whether, and to what extent, reliance, causation, materiality and scienter are required for actions under the proxy rules

Separation and Concentration of Stibiconite

Primarily, the purpose of this study is to separate stibiconite from associated gangue minerals. The ore containing antimony, as an oxide stibiconite, occurs in Mexico and its benefication would be an advantage to the mineral resources of that country. While the deposit from which this ore is derived is American owned, the resource is presently non-economic. A concentrate must be derived of suitable grade for its use in a smelting operation and from which metallic antimony would be produced