Footnotes (306)



Valuing 1933 Act Registration Rights

Royce de Rohan Barondes

University of Missouri-Columbia School of Law

December 2003

CORI Working Paper No. 03-09

States follow a number of different approaches to lawsuits alleging breach of contract or tort to value interests that have fluctuating values. This article examines one context where the factors that have produced the variation among jurisdictions are enhanced: breach of an obligation to register securities under the 1933 Act. A review of the pertinent authority identifies assorted miscues-approaches to valuation that are internally inconsistent, violate the weak form of the Efficient Capital Markets Hypothesis or founder for want of an adequately textured principle guiding damage computation. By referencing the component costs associated with creating synthetic registration rights, this article develops a textured principle for valuing breach of registration rights. As part of developing that damage measure, this article examines principles for computing compensatory prejudgement interest. The most thorough prior analysis in legal scholarship argues prejudgement interest should be at the defendant's cost of funds. This article demonstrates, however, that approach is inadequate, because it can shift value from shareholders of a corporate plaintiff to its creditors.

Number of Pages in PDF File: 83

Keywords: Securities registration, breach of obligation, 1933 Act, prejudgement interests

JEL Classification: K22

Open PDF in Browser Download This Paper

Date posted: February 3, 2004  

Suggested Citation

Barondes, Royce de Rohan, Valuing 1933 Act Registration Rights (December 2003). CORI Working Paper No. 03-09. Available at SSRN: http://ssrn.com/abstract=481984 or http://dx.doi.org/10.2139/ssrn.481984

Contact Information

Royce De Rohan Barondes (Contact Author)
University of Missouri-Columbia School of Law ( email )
Missouri Avenue & Conley Avenue
Columbia, MO 65211
United States
573-882-1109 (Phone)
573-882-4984 (Fax)
HOME PAGE: http://www.missouri-k.com

Feedback to SSRN

Paper statistics
Abstract Views: 4,048
Downloads: 114
Download Rank: 179,719
Footnotes:  306

© 2016 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollobot1 in 0.187 seconds