|Present||Professor, University of Florida Levin College of Law|
|Present||Sam T. Dell Research Scholar, University of Florida Levin College of Law|
Box #117625 Gainesville, FL 32611
Keep Securities Reform Moving: Eliminate the SEC's Integration Doctrine UF Law Faculty Publications (2015)
Small and developing companies raising capital under the federal securities laws often face the considerable barrier imposed by the SEC's integration doctrine. Despite recent reforms in registration exemptions the integration doctrine has remained untouched and ...
The Sitting Ducks of Securities Class Action Litigation: Bio-Pharmas and the Need for Improved Evaluation of Scientific Data UF Law Faculty Publications (2010)
Rule 10b-5, a powerful weapon against any publicly-listed company whose share price drops on adverse news, is particularly skewed against pharmaceutical and other bio-technology companies (bio-pharmas). It is not a coincidence that there is a ...
Capital Offense: The SEC's Continuing Failure to Address Small Business Financing Concerns UF Law Faculty Publications (2007)
Despite years of criticism from small business advocates, the Securities and Exchange Commission has made little effort to ameliorate the severe burdens on small companies seeking to raise capital in compliance with the Securities Act ...
The Non-merger Virtual Merger: Is Corporate Law Ready for Virtual Reality? UF Law Faculty Publications (2004)
The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use ...
The Impact of Securities Laws on Developing Companies: Would the Wright Brothers Have Gotten Off the Ground? UF Law Faculty Publications (1999)
Suppose the Wright brothers, to pursue their dreams of manned flight, needed outside financing. Confronted with the intimidating regulatory requirements of today 's state and federal securities laws, would they ever have gotten off the ...
Teaching in a Developing Country: Mistakes Made and Lessons Learned in Uganda UF Law Faculty Publications (1998)
When, out of the blue, I was asked to direct a 3-week workshop in Uganda relating to that country’s recently created capital market infrastructure, I asked to review the laws and regulations that had been ...
Corporate Natural Law: The Dominance of Justice in a Codified World UF Law Faculty Publications (1996)
One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the ...
Securities Markets for Small Issuers: The Barrier of Federal Solicitation and Advertising Prohibitions UF Law Faculty Publications (1986)
How can small issuers find potential investors and stay within the confines of federal securities laws? That is a perplexing question given the very strong prohibitions against advertising and solicitation found in SEC rules and ...
Demise of the Director's Duty of Care: Judicial Avoidance of Standards and Sanctions Through the Business Judgment Rule UF Law Faculty Publications (1983)
Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask ...
Tender Offers and the Sale of Control: An Analogue to Determine the Validity of Target Management Defense Measures UF Law Faculty Publications (1981)
The hostile tender offer phenomenon has spawned wholesale defensive measures adopted by target company management. In recent years, confrontations like those of Occidental Petroleum-Mead Corporation and American Express-McGraw-Hill have resulted in target management causing the ...
Stock Appreciation Rights and the SEC: A Case of Questionable Rulemaking UF Law Faculty Publications (1979)
A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees ...
The New Crowdfunding Registration Exemption: Good Idea, Bad Execution Florida Law Review
Title III of the JOBS Act, signed by President Obama on April 5, 2012, sets forth a new exemption from federal and state securities registration for so-called “crowdfunding” promotions. Crowdfunding is an increasingly popular form ...