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Civil Liability And Mandatory Disclosure, Merritt B. Fox
Civil Liability And Mandatory Disclosure, Merritt B. Fox
Faculty Scholarship
This Article explores the efficient design of civil liability for mandatory securities disclosure violations by established issuers. An issuer not publicly offering securities at the time of a violation should have no liability. Its annual filings should be signed by an external certifier – an investment bank or other well-capitalized entity with financial expertise. If the filing contains a material misstatement and the certifier fails to do due diligence, the certifier should face measured liability. Officers and directors should face similar liability, capped relative to their compensation but with no indemnification or insurance allowed. Damages should be payable to the …
Corruption Of The Class Action: The New Technology Of Collusion, John C. Coffee Jr.
Corruption Of The Class Action: The New Technology Of Collusion, John C. Coffee Jr.
Faculty Scholarship
Professor Coffee's article, an oral version of which was given at the Cornell Mass Torts conference, is appearing in the Columbia Law Review. However, because commentators in this volume have responded to it, he has authorized the following summary of his views.