Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Appraisal Remedy (1)
- Class actions (1)
- Class certification (1)
- Collusive settlements (1)
- Corporate Law (1)
-
- Corporate Valuation Litigation (1)
- Corporate defendants (1)
- Corporate governance (1)
- Due process (1)
- Exit Theory (1)
- Federal Rules of Civil Procedure (1)
- Global Markets (1)
- Individual suit (1)
- Insider Trading (1)
- Judicial Appraisal (1)
- Judicial Discretion (1)
- Litigation gatekeepers (1)
- Merger objection litigation (1)
- Non-class (1)
- Plaintiff’s lawyers (1)
- Rule 10b-5 (1)
- Rule 23 (1)
- Securities (1)
- Securities Act (1)
- Securities Class Actions (1)
- Securities Litigation (1)
- Settlement (1)
- Shareholder Litigation (1)
- Shareholder litigation (1)
- Shareholders (1)
Articles 1 - 6 of 6
Full-Text Articles in Law
The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder
The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder
Fordham Journal of Corporate & Financial Law
Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …
The Exit Theory Of Judicial Appraisal, William J. Carney, Keith Sharfman
The Exit Theory Of Judicial Appraisal, William J. Carney, Keith Sharfman
Fordham Journal of Corporate & Financial Law
For many years, we and other commentators have observed the problem with allowing judges wide discretion to fashion appraisal awards to dissenting shareholders based on widely divergent, expert valuation evidence submitted by the litigating parties. The results of this discretionary approach to valuation have been to make appraisal litigation less predictable and therefore more costly and likely. While this has been beneficial to professionals who profit from corporate valuation litigation, it has been harmful to shareholders, making deals costlier and less likely to be completed.
In this Article, we propose to end the problem of discretionary judicial valuation by tracing …
The Cyan Decision And Its Impact On State-Level Securities Class Actions, B. John Torabi
The Cyan Decision And Its Impact On State-Level Securities Class Actions, B. John Torabi
Fordham Journal of Corporate & Financial Law
The Supreme Court’s decision in Cyan, Inc. v. Beaver County Employees Retirement Fund† preserved the Securities Act of 1933’s bar on removing securities class actions brought in state court to federal court. The unanimous ruling cut against a nearly quarter-century long trend of pushing securities class action litigation to the federal courts. Cyan was resolved purely through statutory interpretation, leaving many of the underlying policy questions to be resolved by state courts and in future rulings.
This Note examines the intention of the drafters of the Securities Act of 1933 in designing a disclosure-focused regulatory scheme with a private …
The Insider Trading Prohibition Act: A Small Step Towards A Codified Insider Trading Law, Kayla Quigley
The Insider Trading Prohibition Act: A Small Step Towards A Codified Insider Trading Law, Kayla Quigley
Fordham Journal of Corporate & Financial Law
Many have called for reform to insider trading law, as the current judge-made doctrine is ambiguous, complicated, and ultimately permissive of many instances of trading on nonpublic information. Indeed, Congress has attempted several times to pass a uniform insider trading statute. Most recently, in December 2019, the House of Representatives passed the Insider Trading Prohibition Act (“ITPA”). The legislation codifies many current principles of insider trading jurisprudence while also expanding potential insider trading liability. Moreover, it attempts to fix gaps in the law that various cases, such as United States v. Newman, have declined to address.
Among other flaws, …
Global Investor Protection: Securities Law Enforcement Around The World, Matthew Diller, Martin Gelter, Eugenio J. Cardenas, Merritt B. Fox, Geoffrey Jarvis, Pierre-Henri Conac, Todd Cosenza, Jill Fisch, Yuliya Guseva, Elad Roisman, Sean Griffith
Global Investor Protection: Securities Law Enforcement Around The World, Matthew Diller, Martin Gelter, Eugenio J. Cardenas, Merritt B. Fox, Geoffrey Jarvis, Pierre-Henri Conac, Todd Cosenza, Jill Fisch, Yuliya Guseva, Elad Roisman, Sean Griffith
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Sixteenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Sean J. Griffith, The Honorable Andre G. Bouchard
The Sixteenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Sean J. Griffith, The Honorable Andre G. Bouchard
Fordham Journal of Corporate & Financial Law
No abstract provided.