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The Leidos Mixup And The Misunderstood Duty To Disclose In Securities Law, Matthew C. Turk, Karen E. Woody Apr 2018

The Leidos Mixup And The Misunderstood Duty To Disclose In Securities Law, Matthew C. Turk, Karen E. Woody

Washington and Lee Law Review

This Article concerns the recent Supreme Court case, Leidos,Inc. v. Indiana Public Retirement System (Leidos), and examines the broader issues that it raised for securities law. The consensus among scholars and practitioners is that Leidos presented a direct conflict among the circuit courts over a core question of securities law—when a failure to comply with the SEC’s disclosure requirements can constitute fraud under Rule 10b-5. This Article provides a much different interpretation of the case. It begins by demonstrating that the circuit split which is presumed to have brought Leidos to the Supreme Court does not in fact exist. …


Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett Jan 2018

Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett

Washington and Lee Law Review

This Note addresses a circuit court split arising from a portion of the anti-retaliation provisions in the Dodd–Frank Wall Street Reform and Consumer Protection Act. Subsection 21F’s retaliation prohibitions apply to those employers whose employees make required or protected disclosures under the Sarbanes–Oxley Act of 2002 (SOX) or any other rule or regulation under the SEC’s jurisdiction. SOX provides anti -retaliation protections — similar to those available under Dodd–Frank — for employees of publicly traded companies who report misconduct. However, SOX expressly affords protections to those who provide information to “a Federal regulatory or law enforcement agency; any Member of …


Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney Jan 2018

Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney

Washington and Lee Law Review

No abstract provided.


Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan Jan 2018

Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan

Washington and Lee Law Review

No abstract provided.


Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans Mar 2015

Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans

Washington and Lee Law Review

No abstract provided.


A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist Mar 2000

A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist

Washington and Lee Law Review

No abstract provided.


Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle Mar 1999

Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle

Washington and Lee Law Review

No abstract provided.


Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman Sep 1998

Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.


Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter Jun 1998

Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter

Washington and Lee Law Review

No abstract provided.


Broker-Dealer Sales Practice In Derivatives Transactions: A Survey And Evaluation Of Suitability Requirements, Daniel G. Schmedlen, Jr. Sep 1995

Broker-Dealer Sales Practice In Derivatives Transactions: A Survey And Evaluation Of Suitability Requirements, Daniel G. Schmedlen, Jr.

Washington and Lee Law Review

No abstract provided.


Re-Engineering Corporate Disclosure:The Coming Debate Overcompany Registration, John C. Coffee, Jr. Sep 1995

Re-Engineering Corporate Disclosure:The Coming Debate Overcompany Registration, John C. Coffee, Jr.

Washington and Lee Law Review

Delivered as the 56th Annual John Randall Tucker Lecture on October 1, 2004


Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell, Jr. Sep 1995

Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell, Jr.

Washington and Lee Law Review

No abstract provided.


Form And Substance In The Definition Of A "Security": The Case Of Limited Liability Companies, Larry E. Ribstein Jun 1994

Form And Substance In The Definition Of A "Security": The Case Of Limited Liability Companies, Larry E. Ribstein

Washington and Lee Law Review

No abstract provided.


Efficient Market Theory: Let The Punishment Fit The Crime* , Louis Lowenstein Jun 1994

Efficient Market Theory: Let The Punishment Fit The Crime* , Louis Lowenstein

Washington and Lee Law Review

No abstract provided.


Time For A Change: A Re-Examination Of The Settlement Policies Of The Securities And Exchange Commission , Anne C. Flannery Jun 1994

Time For A Change: A Re-Examination Of The Settlement Policies Of The Securities And Exchange Commission , Anne C. Flannery

Washington and Lee Law Review

No abstract provided.


Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace Jun 1993

Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace

Washington and Lee Law Review

No abstract provided.


The Supreme Court's Literalism And The Definition Of "Security" In The State Courts, Douglas M. Branson, Karl Shumpei Okamoto Jun 1993

The Supreme Court's Literalism And The Definition Of "Security" In The State Courts, Douglas M. Branson, Karl Shumpei Okamoto

Washington and Lee Law Review

No abstract provided.


Bridging The Gap: Some Thoughts About Interstitial Lawmaking And The Federal Securities Laws, Kevin R. Johnson Jun 1991

Bridging The Gap: Some Thoughts About Interstitial Lawmaking And The Federal Securities Laws, Kevin R. Johnson

Washington and Lee Law Review

No abstract provided.


A Peek Under The Shell: Investment Bank's Equity Position In Tender Offeror Should Trigger Disclosure Requirements Of The Williams Act Jun 1989

A Peek Under The Shell: Investment Bank's Equity Position In Tender Offeror Should Trigger Disclosure Requirements Of The Williams Act

Washington and Lee Law Review

No abstract provided.


The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson Jun 1989

The Reincarnation Of Rule 152: False Hope On The Integration Front, Lyman P. Q. Johnson, Steve Patterson

Washington and Lee Law Review

No abstract provided.


Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel Sep 1988

Securities Industry Self-Regulation-Tested By The Crash, Roberta S. Karmel

Washington and Lee Law Review

No abstract provided.


The Assignment Of Private Causes Of Action Under The Federal Securities Laws: Express Versus Automatic Assignment Jun 1988

The Assignment Of Private Causes Of Action Under The Federal Securities Laws: Express Versus Automatic Assignment

Washington and Lee Law Review

No abstract provided.


Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act Jun 1987

Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act

Washington and Lee Law Review

No abstract provided.


Cpas Who Perform Management Consulting Services May Face Increased Exposure To Controlling Person Liability Under The Federal Securities Acts Jun 1987

Cpas Who Perform Management Consulting Services May Face Increased Exposure To Controlling Person Liability Under The Federal Securities Acts

Washington and Lee Law Review

No abstract provided.


Defining An "Investment Contract": The Commonality Requirement Of The Howey Test Jun 1986

Defining An "Investment Contract": The Commonality Requirement Of The Howey Test

Washington and Lee Law Review

No abstract provided.


Kicking The Bucket Shop: The Model State Commodity Code As The Latest Weapon In The State Administrator's Anti-Fraud Arsenal, Julie M. Allen Jun 1985

Kicking The Bucket Shop: The Model State Commodity Code As The Latest Weapon In The State Administrator's Anti-Fraud Arsenal, Julie M. Allen

Washington and Lee Law Review

No abstract provided.


Hedging The Value Of Collective Assets: Financial Institutions Excluded From Regulation As Commodity Pool Operators Under The Commodity Exchange Act, Carl B. Wilkerson Jun 1985

Hedging The Value Of Collective Assets: Financial Institutions Excluded From Regulation As Commodity Pool Operators Under The Commodity Exchange Act, Carl B. Wilkerson

Washington and Lee Law Review

No abstract provided.


Liability Of Financial Institutions For Aiding And Abetting Violations Of Securities Laws, Sally Totten Gilmore, William H. Mcbride Jun 1985

Liability Of Financial Institutions For Aiding And Abetting Violations Of Securities Laws, Sally Totten Gilmore, William H. Mcbride

Washington and Lee Law Review

No abstract provided.


Self-Regulation Of The Securities Markets: A Critical Examination, Sam Scott Miller Jun 1985

Self-Regulation Of The Securities Markets: A Critical Examination, Sam Scott Miller

Washington and Lee Law Review

No abstract provided.


Predispute Agreements To Arbitrate Claims Arising Under The Commodity Exchange Act Jun 1985

Predispute Agreements To Arbitrate Claims Arising Under The Commodity Exchange Act

Washington and Lee Law Review

No abstract provided.