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Citing Counsel's Opinion About The Merits Of Legal Proceedings In Sec Filings, Wendy Gerwick Couture
Citing Counsel's Opinion About The Merits Of Legal Proceedings In Sec Filings, Wendy Gerwick Couture
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No abstract provided.
Texas Gulf Sulphur: A Case Study On Responding To Market Rumors, Wendy Gerwick Couture
Texas Gulf Sulphur: A Case Study On Responding To Market Rumors, Wendy Gerwick Couture
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This essay uses Texas Gulf Sulphur as a case study on an issue that companies continue to face today: whether, and how, to respond to market rumors. This essay analyzes the countervailing incentives that influence whether companies respond to market rumors, applies those pressures to the facts of Texas Gulf Sulphur, and concludes that counsel today would likely advise similarly situated companies to remain silent rather than respond to market rumors. Drawing therefrom, this essay argues that silence is not the socially optimal response and that the dueling pressures on companies should be adjusted to incentivize companies to respond to …
Optimal Issuer Disclosure Of Opinions, Wendy Gerwick Couture
Optimal Issuer Disclosure Of Opinions, Wendy Gerwick Couture
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This Article adds to the scholarly literature about the optimal level of disclosure by issuers of securities by proposing a new theoretical framework that encompasses not only the choice between silence and disclosure, which has been widely discussed, but also the subsidiary decision between disclosure as an opinion and as a statement of fact, which has been ignored. This framework informs the Securities and Exchange Commission’s ongoing review of mandatory disclosure rules and contextualizes the potential impacts of the Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund,1 which clarified that differential liability standards …