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66(3): 561 - 586 (May 2011)Covered bonds, which have been part of European finance since the time of Frederick the Great, are now being widely touted as the answer to securitization's imperfections. There is great confusion, though, about the nature of covered bonds and their relationship to secured bond financing and securitization. This article attempts to demystify covered bonds, examining how they fit within a larger financing framework, analyzing their legal rights and obligations, and comparing their costs and benefits. The benefits of covered bonds are similar to those of securitization; both can access low-cost capital market funding with low risk to their investors, and both can be used to regenerate lending markets. The costs of covered bonds may be higher, though, because the "dynamic" collateral pools and "dual" recourse to the issuer that protect covered bonds shift virtually all risk to unsecured creditors. Whether that risk should be allowed to be shifted so asymmetrically is a policy question for any nascent covered bond regime.
66(3): 587 - 624 (May 2011)
One of the most persistent and troublesome sources of claims against lawyers and law firms arises in the context of the client or former client that files a petition in bankruptcy. Claims by bankruptcy trustees and others having standing to pursue the debtors prepetition professional advisors can be expensive and challenging to defend. The in pari delicto doctrine -- under which courts generally refuse to adjudicate claims between wrongdoers -- has produced a number of successful defenses to claims against the debtor’s pre-petition professionals. This article outline some relatively common scenarios in which trustees bring claims against parties providing professional service says to a debtor prior to bankruptcy and the most common types of claims asserted.
66(3): 625 - 658 (May 2011)
This report discusses third-party legal opinions on the rights that a buyer of an outstanding security or an acquirer of a security entitlement with respect to an outstanding security acquires in a so-called "secondary sale." Underwriters in registered public offerings often request legal opinions when the offering includes outstanding securities. In addition, investors in secondary sale transactions sometimes request legal opinions when privately acquiring outstanding securities or security entitlements with respect to outstanding securities. Secondary sale opinions address matters that are governed by Article 8 of the UCC.
66(3): 659 - 664 (May 2011)
This document is the table of contents for and introduction to the Annual Review of Federal Securities Regulation (May 2011). The Review covers significant developments in federal securities law and regulation during 2010. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.
66(3): 665 - 776 (May 2011)
This survey summarizes the significant regulatory developments in federal securities law in the year 2010.
66(3): 777 - 784 (May 2011)
This survey summarizes the significant accounting developments as they relate to federal securities regulation in the year 2010.
66(3): 785 - 900 (May 2011)
This survey summarizes the significant caselaw developments regarding federal securities regulation in the year 2010.
66(3): 659 - 900 (May 2011)
This 242 page document is the complete Annual Review of Federal Securities Regulation. The Review covers significant developments in federal securities law and regulation during 2010. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.,The Business Lawyer - May 2011, vol. 66, no 3; Annual Review of Federal Securities Regulation Survey