This Article explores key issues likely to arise under Regulation FD, including some that the Commission may not have envisioned in promulgating the Regulation. The first part begins by reviewing the scope of the Regulation in the ensuing discussion. In Part II, the Article addresses how well...

Too frequently, courts and the Securities and Exchange Commission have presumed, in the tender offer context, that management acts principally for the benefit of the corporation's shareholders. This presumption has left such shareholders basically at the mercy of an unfettered management whose...

Technological advances and the ever growing desire for inexpensive capital have resulted in the internationalization of the securities markets. During the past two decades, for example, the international bond market has grown at an impressive rate. Consistent with this development, international...

This Article first provides an overview of the Section 14(a) of the Securities Exchange Act of 1934 private right of action. Thereafter, the Article explores the implication of rights of action generally under federal law as well as the development of the implied right, its elements, and scope...

In a decision that delighted "deep pockets," shocked the plaintiffs' bar, and befuddled neutral observers, the Supreme Court in Central Bank of Denver v. First Interstate Bank of Denver held that aiding and abetting liability in private actions may not be imposed under section 10 (b) of the...