The Securities and Exchange Commission's use of cease and desist authority: a preliminary appraisal

Article Abstract:

The SEC was granted a broad power to issue cease and desist orders by the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. This authority allows the SEC to require an accounting, disgorgement and other remedies. The SEC has used this authority sparingly and in a manner similar to the civil injunctions it has used previously. The intent of Congress in creating this authority for the SEC was to grant a flexible mechanism to remedy securities fraud and other violations, which the SEC has yet to use effectively.

Usage, Remedies, Powers and duties, Securities law, United States. Securities and Exchange Commission, Administrative remedies

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Shareholder proxy suits under federal securities laws should be viewed as direct actions

Article Abstract:

Currently, litigation by stockholders against corporations over proxy issues are derivative actions. The SEC would prefer that these be direct actions, which would exempt them from federal and state procedural rules and relieve the need for prelitigation demands. The issue is difficult because many activities performed by corporations and their boards can be viewed as having either direct or derivative causes for action.

Stockholders' derivative actions, Shareholder lawsuits, Civil procedure

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Section 12(2) of the Securities Act of 1933: a remedy for fraudulent postdistribution trading?

Article Abstract:

Section 12(2) of the Securities Act of 1933 has been misinterpreted in recent case law as having no bearing on securities fraud in postdistribution trading, because the explicit word used is distribution. The Securities Exchange Act was supposed to be the agent of aftermarket fraud prevention. However, legislative intent clearly indicates that section 12(2) was meant to deter this crime.

Securities fraud

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