Lock-ups, squeeze-outs, and Canadian takeover bid law: a curious interplay of public and private interests.
Securities law permits takeover bidders to enter into prebid lock-up agreements with major target shareholders. Lock-up agreements may have a stifling effect on takeover auctions, but allowing them is thought to entice more bidders to make offers in the first place. Locked-up shares may then be counted in the...

Securities fraud.
I. INTRODUCTION II. ELEMENTS OF THE OFFENSE A. Substantive Fraud 1. Material Misrepresentations and Omissions a. Misstatements and Omissions b. Materiality c. Intent i. Scienter ii. Willfulness d. Reliance e. Entanglement Liability 2. Insider Trading a. The Classical Theory b. The Misappropriation Theory c. Strict Regulation Under Rule 14e-3...

Securities fraud.
I. INTRODUCTION II. ELEMENTS OF THE OFFENSE A. Material Misrepresentations and Omissions 1. Misstatements and Omissions a. Entanglement Liability 2. Materiality 3. Intent a. Scienter b. Willfulness 4. In Connection With the Purchase or Sale of a Security a. Definition of "Security". i. Stocks and Notes Lacking a Profit...

Assessing the deterrent effect of the Sarbanes-Oxley Act's certification provisions: a comparative analysis using the Foreign Corrupt Practices Act.
ABSTRACT In the 1970s, Congress reacted to the financial wrongdoing of Lockheed Corp. and others by enacting [section] 102 of the Foreign Corrupt Practices Act (FCPA), which (1) requires corporations to keep records that accurately reflect financial transactions and (2) mandates a system of internal accounting controls....

Foreign Corrupt Practices Act.
I. INTRODUCTION II. ACCOUNTING PROVISIONS A. Covered Parties B. Elements of the Accounting Provisions 1. Record-keeping 2. Internal Controls C. Criminal Liability III. ANTI-BRIBERY PROVISIONS A. Covered Persons B. Elements of the Offense C. Permissible Payments and Affirmative Defenses 1. Routine Governmental Action Exception 2. Affirmative Defenses D. Enforcement...

Using financial incentives and income contingent penalties to detect and punish collusion and insider trading.
Collusion and insider trading, being white collar crimes, are often characterised as being victimless crimes. The absence of identifiable victims makes the detection of these crimes particularly difficult. This paper proposes that, in order to increase the flow of information about collusion and insider trading, parties engaged in these...

Foreign corrupt practices act.
I. INTRODUCTION II. ACCOUNTING PROVISIONS A. Covered Parties B. Elements of the Accounting Provisions 1. Record-keeping 2. Internal Controls C. Criminal Liability III. ANTI-BRIBERY PROVISIONS A. Covered Persons B. Elements of the Offense C. Permissible Payments and Affirmative Defenses 1. Routine Governmental Action Exception 2. Affirmative Defenses D. Enforcement...

A comparison of business income trust governance and corporate governance: is there a need for legislation or further regulation?
This paper compares corporate governance to the governance of business income trusts, highlighting corporate governance features that may be lacking in business income trust governance. One observation drawn from this comparison is that declarations of trust for income trusts largely replicate provisions of corporate statutes such as the Canada...

Recalling why corporate officers are fiduciaries.
[T]o say that a man is a fiduciary only begins analysis; it gives direction to further inquiry. To whom is he a fiduciary? What obligations does he owe as a fiduciary? In what respect has he failed to discharge these obligations? And what are the consequences of his deviation...

New drug research, the extraterritorial application of FDA regulations, and the need for international cooperation.
ABSTRACT In recent years, U.S. pharmaceutical companies have expanded their new drug trials beyond the borders of the United States. While the companies have a variety of reasons for making this move, among them may be a desire to avoid Food and Drug Administration (FDA) regulation and...