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Full-Text Articles in Securities Law
Do Differences In Pleadings Standards Cause Forum Shopping In Securities Class Actions?: Doctrinal And Empirical Analyses, James D. Cox, Randall S. Thomas, Lin (Lynn) Bai
Do Differences In Pleadings Standards Cause Forum Shopping In Securities Class Actions?: Doctrinal And Empirical Analyses, James D. Cox, Randall S. Thomas, Lin (Lynn) Bai
Faculty Articles and Other Publications
Federal appellate courts have promulgated divergent legal standards for pleading fraud in securities fraud class actions after the Private Securities Litigation Reform Act (PSLRA). Recently, the Supreme Court of the United States issued a decision in Tellabs, Inc. v. Makor Issues & Rights, Ltd. that could have resolved these differences, but did not do so. This Paper provides two significant contributions. We first show that Tellabs avoids deciding the hard issues that confront courts and litigants daily in the wake of the PSLRA's heightened pleading standard. As a consequence, the opinion keeps very much alive the circuits' disparate interpretations of …
Fraud On The Market: A Criticism Of Dispensing With Reliance Requirements In Certain Open Market Transactions, Barbara Black
Fraud On The Market: A Criticism Of Dispensing With Reliance Requirements In Certain Open Market Transactions, Barbara Black
Faculty Articles and Other Publications
The still-developing fraud on the market theory is the primary method by which securitiesf raudp laintiffs have attempted either to relax or eliminate the troubling reliance and causation requirements. Professor Black examines this emerging theory and suggests that the traditional common-lawfraud concepts that focus on reliance and causation still have validity and continue, even in this context, to offer appropriate
limitations on liability. The Article analyzes cases that have reduced or ignored this reliance element and explains why the legal concepts from which the fraud on the market theory evolved demand stricter adherence to reliance in certain markets but not …
Is Stock A Security? A Criticism Of The Sale Of Business Doctrine In Securities Fraud Litigation, Barbara Black
Is Stock A Security? A Criticism Of The Sale Of Business Doctrine In Securities Fraud Litigation, Barbara Black
Faculty Articles and Other Publications
This Article criticizes the use of the sale of business doctrine in securities fraud litigation. The Article first discusses the Supreme Court's efforts at defining a security, from its early investment contract analysis in SEC v. W.J. Howey Co., to Forman and other recent opinions. Part II analyzes the leading federal cases on the sale of business doctrine and examines problems in applying the doctrine. Next, part III examines alternative bases, within established Rule 10b-S jurisprudence, for dismissing the claims of purchasers of stock in close corporations. Finally, the Article asserts that, because the sale of business doctrine is inconsistent …