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Full-Text Articles in Business Organizations Law
Reviving Reliance, Ann M. Lipton
Reviving Reliance, Ann M. Lipton
Fordham Law Review
This Article explores the misalignment between the disclosure requirements of the federal securities laws and the private causes of action available to investors to enforce those requirements. Historically, federally mandated disclosures were designed to allow investors to set an appropriate price for publicly traded securities. Today’s disclosures, however, also enable stockholders to participate in corporate governance and act as a check on managerial misbehavior. To enforce these requirements, investors’ chief option is a claim under the general antifraud statute, section 10(b) of the Securities Exchange Act of 1934. But courts are deeply suspicious of investors’ attempts to use the Act …
Skilling Reconsidered: The Legislative-Judicial Dynamic, Honest Services, Fraud, And The Ill-Conceived "Clean Up Government Act", J. Kelly Strader
Skilling Reconsidered: The Legislative-Judicial Dynamic, Honest Services, Fraud, And The Ill-Conceived "Clean Up Government Act", J. Kelly Strader
Fordham Urban Law Journal
No abstract provided.
Introduction: Examining White Collar Crime With Trifocals, Ellen S. Podgor
Introduction: Examining White Collar Crime With Trifocals, Ellen S. Podgor
Fordham Urban Law Journal
No abstract provided.
Skilling: More Blind Monks Examining The Elephant, Julie Rose O'Sullivan
Skilling: More Blind Monks Examining The Elephant, Julie Rose O'Sullivan
Fordham Urban Law Journal
No abstract provided.
The Omnipresent Specter Of Omnicare, Sean J. Griffith
The Omnipresent Specter Of Omnicare, Sean J. Griffith
Faculty Scholarship
In this Article, written for a symposium commemorating the tenth anniversary of the Delaware Supreme Court’s opinion in Omnicare, Inc. v. NCS Healthcare, Inc., I argue, notwithstanding reports to the contrary, that Omnicare is still very much with us. Although there is a line of cases that qualifies the narrow holding of the opinion, the strong reading of Omnicare, which requires a fiduciary out in every merger agreement and elevates the “unremitting” duty to remain “fully informed” to an absolute jurisprudential principle, lives on in Delaware law, animating the Court of Chancery’s controversial rulings in the recent standstill cases. Shifting …
The Eleventh Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center: Are Federal Judges Competent? Dilettantes In An Age Of Economic Expertise, The Honorable Jed Rakoff
The Eleventh Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center: Are Federal Judges Competent? Dilettantes In An Age Of Economic Expertise, The Honorable Jed Rakoff
Fordham Journal of Corporate & Financial Law
The title of my little talk here tonight is “Are
Federal Judges Competent?” This naturally raises the question of whether I am competent to answer that question. I put this question to myself, and, after careful consideration of both sides of the argument, concluded that I am competent to determine whether I am competent. As H. L. Mencken once said, “A judge is a law student who grades his own exams.”
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
Fordham Urban Law Journal
No abstract provided.