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Articles 1 - 17 of 17
Full-Text Articles in Law
Event-Driven Suits And The Rethinking Of Securities Litigation, Merritt B. Fox, Joshua Mitts
Event-Driven Suits And The Rethinking Of Securities Litigation, Merritt B. Fox, Joshua Mitts
Faculty Scholarship
Event-driven securities suits-ones that arise after an issuer has experienced some kind of disaster-have become increasingly prevalent in recent years. These suits are based on the fraud-on-the-market doctrine, a doctrine that ultimately gives rise to the bulk of the damages paid out in settlements and judgments pursuant to private litigation under the U.S. securities laws. The theory behind fraud-on-the-market cases is that when an issuer's share price has been inflated by a Rule-10b-5-violating misstatement, investors who purchased shares at the inflated price have suffered a compensable injury if they still hold the shares after the inflation is gone. Although these …
Law Library Blog (November 2018): Legal Beagle's Blog Archive, Roger Williams University School Of Law
Law Library Blog (November 2018): Legal Beagle's Blog Archive, Roger Williams University School Of Law
Law Library Newsletters/Blog
No abstract provided.
The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law
The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law
School of Law Conferences, Lectures & Events
No abstract provided.
Newsroom: A Changing Landscape: Insider Trading Law 09/20/2016, Roger Williams University School Of Law
Newsroom: A Changing Landscape: Insider Trading Law 09/20/2016, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
The Failure Of Liability In Modern Markets, Yesha Yadav
The Failure Of Liability In Modern Markets, Yesha Yadav
Vanderbilt Law School Faculty Publications
In April 2015, the Department of Justice charged Navinder Sarao for his role in causing the Flash Crash-the near-1,000-point drop-and- rebound in the Dow Jones Index that roiled markets in May 2010. Sarao, a small-time British trader operating out of his parents' suburban basement, stood accused of putting together a string of illusory, fake orders that fooled markets enough to spark the largest single-day drop in the index's history. Commentators rightly contest whether a bit-player like Sarao could have unleashed a near-catastrophe on U.S. securities markets single-handedly. Yet, the complaint-and its causal account- point to a troubling dilemma facing scholars …
Enforcement Without Foundation? Insider Trading And China's Administrative Law Crisis, Nicholas C. Howson
Enforcement Without Foundation? Insider Trading And China's Administrative Law Crisis, Nicholas C. Howson
Articles
China's securities regulator enforces insider trading prohibitions pursuant to non-legal and non-regulatory internal "guidance." Reported agency decisions indicate that enforcement against insider trading is often possible only pursuant to this guidance, as the behavior identified is far outside of the scope of insider trading liability provided for in statute or regulation. I argue that the agency guidance is itself unlawful and unenforceable, because: (i) the guidance is not the regulatory norm required by the statutory delegation of power; and (ii) the guidance is ultra vires because (a) it addresses something substantively different from what is authorized under the statutory delegation, …
The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin
The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin
Student Articles and Papers
For centuries common law warranties and fraud theories have regulated misattribution and mistaken provenance in the market for fine art. Scholars have in recent decades proposed theories to supplement protection for unsophisticated buyers transacting with auction houses or dealers. Academia has also proposed the imposition of securities regulations upon auction houses for the purpose of protecting sellers—an argument that can be extended to protect buyers transacting with either auction houses or dealerships. In practice, the theories put forth to protect purchasers may not have an added benefit and will likely disrupt liquidity. The extension of regulations akin to the securities …
"Controlling" Securities Fraud: Proposed Liability Standards For Controlling Persons Under The 1933 And 1934 Securities Acts, Nancy Staudt
"Controlling" Securities Fraud: Proposed Liability Standards For Controlling Persons Under The 1933 And 1934 Securities Acts, Nancy Staudt
Faculty Working Papers
This Student Note investigates the history and intent underlying the controlling person liability provisions of the 1933 and 1934 Securities Act. It notes that courts have adopted a ranges of standards for holding controlling persons liability, but whichever standard is chosen--that standard is applied to both Acts. This note argues that courts should impose unique liability standards for each statute in order to fully realize Congress' purpose in adopting the laws.
On Leaving Corporate Executives "Naked, Homeless And Without Wheels": Corporate Fraud, Equitable Remedies, And The Debate Over Entity Versus Individual Liability, Donald C. Langevoort
On Leaving Corporate Executives "Naked, Homeless And Without Wheels": Corporate Fraud, Equitable Remedies, And The Debate Over Entity Versus Individual Liability, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
There is a lively debate about the relative merits of entity versus individual liability in cases involving securities fraud. After reviewing this debate in the context of both private securities litigation and SEC enforcement, this paper considers whether the legal tools available against individual executives are adequate, and if not, what changes might be made. The main focus is on equitable remedies, especially rescission and restitution, under both state and federal law. As to the former, Vice Chancellor Strine’s opinion in In re Healthsouth offers an interesting template, although there are limits on the usefulness of derivative suits to police …
The Irrational Auditor And Irrational Liability, Adam C. Pritchard
The Irrational Auditor And Irrational Liability, Adam C. Pritchard
Articles
This Article argues that less liability for auditors in certain areas might encourage more accurate and useful financial statements, or at least equally accurate statements at a lower cost. Audit quality is promoted by three incentives: reputation, regulation, and litigation. When we take reputation and regulation into account, exposing auditors to potentially massive liability may undermine the effectiveness of reputation and regulation, thereby diminishing integrity of audited financial statements. The relation of litigation to the other incentives that promote audit quality has become more important in light of the sea change that occurred in the regulation of the auditing profession …
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
All Faculty Scholarship
This Essay explores the connection between corporate governance and D&O insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, D&O insurance premiums provide the insurer’s assessment of a firm’s governance quality. Most basically, firms with relatively worse corporate governance pay higher D&O premiums. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the signal is not being sent. Corporations lack the incentive to produce this disclosure themselves, and U.S. securities regulators do …
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Faculty Scholarship
This Article explores the connection between corporate governance and directors’ and officers’ (D&O) insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, in a well-working insurance market, D&O insurance premiums would convey the insurer's assessment of a firm's governance quality. Simply stated, firms with better corporate governance would pay relatively low D&O premiums, while firms with worse corporate governance would pay more. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the …
Justice Lewis F. Powell, Jr. And The Counterrevolution In The Federal Securities Laws, Adam C. Pritchard
Justice Lewis F. Powell, Jr. And The Counterrevolution In The Federal Securities Laws, Adam C. Pritchard
Articles
The confirmation of Lewis F. Powell, Jr., to the Supreme Court coincided with a dramatic shift in the Court's approach to securities law. This Article documents Powell's influence in changing the Court's direction in securities law. Powell's influence was the product of his extensive experience with the securities laws as a corporate lawyer, which gave him much greater familiarity with that body of law than his fellow Justices had. That experience also made him skeptical of civil liability, particularly class and derivative actions. Powell's skepticism led him to interpret the securities law in a consistently narrow fashion to reduce liability …
Are Local Governments Liable Under Rule 10b-5? Textualism And Its Limits, Margaret V. Sachs
Are Local Governments Liable Under Rule 10b-5? Textualism And Its Limits, Margaret V. Sachs
Scholarly Works
Whether state and local governments can be sued for damages is a question that cuts across subject-area boundaries. This question, which has long confounded courts in the areas of both antitrust and civil rightslaw, now has arisen in a new area: section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5. The thesis of this Article is that a local government is an inappropriate rule 10b-5 defendant, regardless of whether it is the issuer of the securities in question or an alleged participant in a scheme involving corporate securities. The only appropriate rule 10b-5 defendants are private actors.
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Publications
No abstract provided.
The Scope Of Liability Under Section 12 Of The Federal Securities Act Of 1933: 'Participation' And The Pertinent Legislative Materials, Douglas E. Abrams
The Scope Of Liability Under Section 12 Of The Federal Securities Act Of 1933: 'Participation' And The Pertinent Legislative Materials, Douglas E. Abrams
Faculty Publications
Section 12 of the Securities Act of 1933 creates two private rights of action, each providing in relevant part that ‘ a ny person who offers or sells a security . . . shall be liable to the person purchasing such security from him . . ..’ Because suit may be maintained only by the person who purchases the security from defendant, an offeror may incur section 12 liability only if the offeror also ‘sells' the security to the plaintiff. Section 12(1) imposes liability on any seller whose offer or sale violates the Act's registration or prospectus requirements found in …
Impact Of The Commercial Code On Liability Of Parties To Negotiable Instruments In Michigan ,, Roy L. Steinheimer, Jr.
Impact Of The Commercial Code On Liability Of Parties To Negotiable Instruments In Michigan ,, Roy L. Steinheimer, Jr.
Legal Scholarship by Dean Steinheimer
No abstract provided.