Changes in the Model Nonprofit Corporation Act-Miscellaneous and Technical Amendments
Model Nonprofit Corporation Act Subcommittee, committee on Nonprofit Organizations, ABA Section of Business Law, 67(2): 473 - 490 (February 2012)
After briefly discussing the development of insider trading law, this Article analyzes the fiduciary duty theory, the concept of a temporary insider, and the misappropriation theory. It examines two, diametrically opposed positions that the law could take under section 10(b) and rule 10b-5: (i) to impose liability whenever anyone intentionally uses misappropriated, nonpublic information to purchase or sell securities or (ii) to impose liability only when an insider breaches a fiduciary duty in acquiring material nonpublic information that is used in connection with the purchase or sale of securities.
How Safe Are Institutional Assets in a Custodial Bank’s Insolvency?
Edward H. Klees,68(1): 103 - 136 (November 2012)
It is a widely held belief among institutional investors that custody accounts are protected against a bank's insolvency in the United States. This assumption undergirds trillions of dollars of assets held in custody in U.S. banks. However, despite the 2008 financial crisis, little if any attention has been paid to analyzing whether this belief is, indeed, valid. This article argues that while the FDIC, as receiver of almost all failed banks in the United States, will likely protect custodied assets to the extent permitted by law, clients bear several significant legal and operational risks that could limit recovery of their custodied assets. While investors can protect against some risks, others may be outside their control. The article outlines these risks and proposes ameliorative steps for institutional investors.
Adoption of Changes to the Model Nonprofit Corporation Act - Miscellaneous and Technical Amendments
Model Nonprofit Corporation Act Subcommittee, committee on Nonprofit Organizations, ABA Business Law Section, 68(3): 821-838 (July 2013)