Like earlier editions, the seventh edition follows a logical sequence of analysis of a securities issue. The author begins by defining security and registration exemptions, and then continues through the process for non-exempt transactions. Understanding Securities Law clearly, thoroughly, and...

Recent judicial and regulatory developments suggest that investors in many states may enjoy greater protection under their applicable state securities and common laws than under the federal securities laws. This Article addresses the Securities and Exchange Commission’s and the states’...

The recently promulgated SEC rules and judicial precedent impacting upon the parameters of section 16(b) are the focus of this article. First, this work will address the issue of standing to sue under section 16(b), focusing on the ramifications of the recent Supreme Court decision in Gollust v....

Attorneys face significant liability exposure under the state securities laws, and they can be held primarily liable when they are "sellers" of securities, or under some state statutes, like California, when they are experts. Depending on the applicable jurisdiction and counsel's status relative...

During the last twenty years, the law concerning potential liability of attorneys for opinions that are rendered in securities transactions has changed significantly. The SEC and certain courts during the 1970s asserted that attorneys could be liable as aiders and abettors under the federal...

The purpose of this article is to analyze various questions that may arise when a complainant seeks relief under section 29(b). With the recent Supreme Court decisions restricting the reach, scope, and effect of the federal securities laws, injured parties frequently may find themselves without...

In this article, the author analyzes two recent Supreme Court decisions involving the securities acts. The conclusions drawn from this analysis are that despite the Court's recent trend of restricting the scope of the federal securities laws, it is now possible for defrauded offerees and...

A recurrent theme in corporate law is the presence of directors and officers owing fiduciary duties of care and loyalty to the respective companies they serve. Although not as visible in the securities law setting, concepts of fiduciary duty-like obligations arise with some frequency. While the...