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...

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...

The Qualified Legal Compliance Committee under Sarbanes-Oxley: enlisting independent directors to enhance corporate integrity.
INTRODUCTION The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) (1) imposes specific requirements on corporate attorneys that have broad implications on corporate governance and corporate organization. With the adoption of Sarbanes-Oxley, Congress and the SEC seek to limit corporate misconduct through two devices. First, they expand the accountability of...

Recent developments in European Union securities law.
I. OVERVIEW The European Union (EU) is engaged in a major effort to develop the single financial market. The oddly named "Committee of Wise Men" ("Committee") published an influential report in February 2000 calling for reform of the lawmaking procedures in the EU. (1) One of the...

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...

Financing entrepreneurs: better Canadian policy for venture capital.
The Study in Brief Innovation and growth depend in large part on entrepreneurship, which in turn may require financing in the form of venture capital investment. In Canada, Labour-Sponsored Venture Capital Corporations (LSVCCs) have become the dominant source of venture capital. There is reason for...

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...

Corporate speech, securities regulation, and an institutional approach to the First Amendment.
ABSTRACT Does the First Amendment shield politically tinged corporate speech from the compelled disclosure and reporting requirements embedded in the U.S. securities laws? The question arises in the securities regulation context because of an impending jurisprudential train wreck between the Supreme Court's commercial speech doctrine and its...

'Fraud on the market': judicial approaches to causation and loss from securities nondisclosure in the United States, Canada and Australia.
[Shareholder actions arising from misstatements and nondisclosure have been part of the legal landscape in the United States for some time. The Wall Street stock market crash of the 1920s saw the early development in the United States of strong laws for the protection of investors in the stock...

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...