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The purpose of this paper is to explain the implications of a June 11, 2008 decision by the US District Court for the Southern District of New York in CSX Corp. v. The…
The purpose of this paper is to explain the implications of a June 11, 2008 decision by the US District Court for the Southern District of New York in CSX Corp. v. The Children's Investment Fund Management (UK) LLP concerning beneficial ownership and reporting obligations under Section 13(d) of the Securities Exchange Act of 1934 for long parties to cash‐settled total return equity swaps.
The paper summarizes the decision, discusses the court's analysis as written by Judge Lewis A. Kaplan, notes the court's limitation of its ruling to the facts of the case, explains why two funds that “compare notes” may be considered a group, discusses the permanent injunction against the defendants enjoining them from future violations of Section 13(d), and analyzes the implications of the judge's decision.
A new decision by the federal district court in New York creates uncertainty regarding whether the long party to a cash‐settled total return equity swap will be deemed to beneficially own the publicly traded reference security for purposes of Section 13(d) of the Securities Exchange Act of 1934. Holders of cash‐settled total return swaps have historically relied on the absence of the legal right to vote or dispose of the reference security as a basis not to file a 13D with respect to the shares referenced in those swap contracts. The new decision casts doubt on that reasoning, and finds that an investor that consciously structured its swap contracts to try to end‐run its otherwise applicable reporting obligations was deemed to beneficially own the shares subject to the swaps, and accordingly had violated Section 13(d) by failing to file a Schedule 13D in the required time.
The ruling is important for financial institutions and investors who deal in derivatives such as equity swaps and who must determine whether and when reporting under Section 13(d) is required.
The paper is an analysis and provides guidance by experienced securities lawyers.
This paper analyzes the connection between black political protest and mobilization, and the rise and fall of a black urban regime. The case of Oakland is instructive…
This paper analyzes the connection between black political protest and mobilization, and the rise and fall of a black urban regime. The case of Oakland is instructive because by the mid-1960s the ideology of “black power” was important in mobilizing two significant elements of the historically disparaged black community: (1) supporters of the Black Panthers and, (2) neighborhood organizations concentrated in West Oakland. Additionally, Oakland like the city of Atlanta also developed a substantial black middle class that was able to mobilize along the lines of its own “racialized” class interests. Collectively, these factors were important elements in molding class-stratified “black power” and coalitional activism into the institutional politics of a black urban regime in Oakland. Ultimately, reversal factors would undermine the black urban regime in Oakland. These included changes in the race and class composition of the local population: black out-migration, the “new immigration,” increasing (predominantly white) gentrification, and the continued lack of opportunity for poor and working-class blacks, who served as the unrequited base of the black urban regime. These factors would change the fortunes of black political life in Oakland during the turbulent neoliberal era.
Robert Franklin Hoxie was of the first generation of University of Chicago economists, a figure of significance in his own time. He is often heralded as the first of the…
Robert Franklin Hoxie was of the first generation of University of Chicago economists, a figure of significance in his own time. He is often heralded as the first of the Institutional economists and the impetus behind the field of labor economics. Yet today, his contributions appear as mere footnotes in the history of economic thought, when mentioned at all, despite the fact that in his professional and popular writings he tackled some of the most pressing problems of the day. The topics upon which he focused included bimetallism, price theory, methodology, the economics profession, socialism, syndicalism, scientific management, and trade unionism, the last being the field with which he is most closely associated. His work attracted the notice of some of the most famous economists of his time, including Frank Fetter, J. Laurence Laughlin, Thorstein Veblen, and John R. Commons. For all the promise, his suicide at the age of 48 ended what could have been a storied career. This paper is an attempt to resurrect Hoxie through a review of his life and work, placing him within the social and intellectual milieux of his time.
Nobody concerned with political economy can neglect the history of economic doctrines. Structural changes in the economy and society influence economic thinking and…
Nobody concerned with political economy can neglect the history of economic doctrines. Structural changes in the economy and society influence economic thinking and, conversely, innovative thought structures and attitudes have almost always forced economic institutions and modes of behaviour to adjust. We learn from the history of economic doctrines how a particular theory emerged and whether, and in which environment, it could take root. We can see how a school evolves out of a common methodological perception and similar techniques of analysis, and how it has to establish itself. The interaction between unresolved problems on the one hand, and the search for better solutions or explanations on the other, leads to a change in paradigma and to the formation of new lines of reasoning. As long as the real world is subject to progress and change scientific search for explanation must out of necessity continue.
GLASGOW was later by about one hundred and thirty years than some of the Scotch towns in establishing a printing press. Three hundred years ago, though Glasgow contained a University with men of great literary activity, including amongst others Zachary Boyd, there does not appear to have been sufficient printing work to induce anyone to establish a printing press. St. Andrews and Aberdeen were both notable for the books they produced, before Glasgow even attempted any printing.
Aim of the present monograph is the economic analysis of the role of MNEs regarding globalisation and digital economy and in parallel there is a reference and examination…
Aim of the present monograph is the economic analysis of the role of MNEs regarding globalisation and digital economy and in parallel there is a reference and examination of some legal aspects concerning MNEs, cyberspace and e‐commerce as the means of expression of the digital economy. The whole effort of the author is focused on the examination of various aspects of MNEs and their impact upon globalisation and vice versa and how and if we are moving towards a global digital economy.
In The Changing Body (Cambridge University Press and NBER, 2011), we presented a series of estimates showing the number of calories available for human consumption in…
In The Changing Body (Cambridge University Press and NBER, 2011), we presented a series of estimates showing the number of calories available for human consumption in England and Wales at various points in time between 1700 and 1909/1913. We now seek to correct an error in our original figures and to compare the corrected figures with those published by a range of other authors. We also include new estimates showing the calorific value of meat and grains imported from Ireland. Disagreements with other authors reflect differences over a number of issues, including the amount of land under cultivation, the extraction and wastage rates for cereals and pulses and the number of animals supplying meat and dairy products. We consider recent attempts to achieve a compromise between these estimates and challenge claims that there was a dramatic reduction in either food availability or the average height of birth cohorts in the late-eighteenth century.
The management of children′s literature is a search for value and suitability. Effective policies in library and educational work are based firmly on knowledge of materials, and on the bibliographical and critical frame within which the materials appear and might best be selected. Boundaries, like those between quality and popular books, and between children′s and adult materials, present important challenges for selection, and implicit in this process are professional acumen and judgement. Yet also there are attitudes and systems of values, which can powerfully influence selection on grounds of morality and good taste. To guard against undue subjectivity, the knowledge frame should acknowledge the relevance of social and experiential context for all reading materials, how readers think as well as how they read, and what explicit and implicit agendas the authors have. The good professional takes all these factors on board.