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The Implications Of Janus On The Liability Of Issuers In Jurisdictions Rejecting Collective Scienter, Neva B. Jeffries
The Implications Of Janus On The Liability Of Issuers In Jurisdictions Rejecting Collective Scienter, Neva B. Jeffries
Neva B Jeffries
This article addresses the increasing limitations placed on both the Securities and Exchange Commission (“SEC”) and private litigants to pursue claims of fraud against wrongdoers under the federal securities laws, specifically for claims of misrepresentation under Section 10(b) of the Securities Exchange Act of 1934 and the SEC’s Rule 10b-5. The most recent and glaring example of this curtailment occurred in 2011 with the United States Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders. For a defendant to be liable for a misrepresentation, Rule 10b-5(b) requires that the defendant be the “maker” of the false statement. …
An Empirical Examination Of Scienter Pleading In Rule 10b-5 Claims Against External Auditors, Robert A. Prentice
An Empirical Examination Of Scienter Pleading In Rule 10b-5 Claims Against External Auditors, Robert A. Prentice
Robert A. Prentice
Pleading requirements are the key to access to the courthouse. Nowhere is this more true than with Rule 10b-5 class action securities fraud claims where provisions of the Private Securities Litigation Reform Act of 1995 impose special pleading burdens upon plaintiffs regarding the scienter element and bar them from discovery when defendants file a motion to dismiss. This article begins with a doctrinal history of the scienter element of a Rule 10b-5 claim which indicates that many key legal questions remain unsettled and that application of legal rules to specific factual allegations regarding a particular type of defendant—external auditors—is extraordinarily …