Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Publication Year
- Publication Type
Articles 1 - 11 of 11
Full-Text Articles in Securities Law
The Indian Securities Fraud Class Action: Is Class Arbitration The Answer?, Brian T. Fitzpatrick, Randall S. Thomas
The Indian Securities Fraud Class Action: Is Class Arbitration The Answer?, Brian T. Fitzpatrick, Randall S. Thomas
Vanderbilt Law School Faculty Publications
In 2013, India enacted one of the most robust private enforcement regimes for securities fraud violations in the world. Unlike in most other countries, Indian shareholders can now initiate securities fraud lawsuits on their own, represent all other defrauded shareholders unless those shareholders affirmatively opt out, and collect money damages for the entire class. The only thing missing is a better financing mechanism: unlike the United States, Canada, and Australia, India does not permit contingency fees, so class action lawyers cannot front the costs of litigation in exchange for collecting a percentage of what they recover. On the other hand, …
The Reasonable Investor Of Federal Securities Law, Amanda Rose
The Reasonable Investor Of Federal Securities Law, Amanda Rose
Vanderbilt Law School Faculty Publications
Federal securities law defines the materiality of corporate disclosures by reference to the views of a hypothetical reasonable investor. For decades the reasonable investor standard has been a flashpoint for debate with critics complaining of the uncertainty it generates and defenders warning of the under-inclusiveness of bright-line alternatives. This Article attempts to shed fresh light on the issue by considering how the reasonable investor differs from its common law antecedent, the reasonable person of tort law. The differences identified suggest that the reasonable investor standard is more costly than tort laws reasonable person standard - the uncertainty it generates is …
Form Vs. Function In Rule 10b-5 Class Actions, Amanda M. Rose
Form Vs. Function In Rule 10b-5 Class Actions, Amanda M. Rose
Vanderbilt Law School Faculty Publications
The Supreme Court’s widely anticipated decision last term in Halliburton Co. v. Erica P. John Fund, Inc. did little to change the fundamental landscape of securities fraud litigation in the United States. Rule 10b-5 class actions premised on the “fraud-on-the-market” presumption of reliance may still be brought, although it is now clear that defendants may present evidence of lack of price distortion to rebut that presumption at the class certification stage. Halliburton does, however, raise a variety of new questions that will keep plaintiffs’ lawyers and defense counsel fighting for years to come. Determining the answers to these questions will …
Better Bounty Hunting, Amanda Rose
Better Bounty Hunting, Amanda Rose
Vanderbilt Law School Faculty Publications
The SEC’s new whistleblower bounty program has provoked significant controversy. That controversy has centered on the failure of the implementing rules to make internal reporting through corporate compliance departments a prerequisite to recovery. This Article approaches the new program with a broader lens, examining its impact on the longstanding debate over fraud-on-the-market (FOTM) class actions. The Article demonstrates how the bounty program, if successful, will replicate the fraud deterrence benefits of FOTM class actions while simultaneously increasing the costs of such suits — rendering them a pointless yet expensive redundancy. If instead the SEC proves incapable of effectively administering the …
Intraportfolio Litigation, Amanda Rose, Richard Squire
Intraportfolio Litigation, Amanda Rose, Richard Squire
Vanderbilt Law School Faculty Publications
The modern trend is for investors to diversify. Shareholders who own one S&P 500 firm tend to own many of the others as well. This trend casts doubt on the traditional compensation and deterrence rationales for legal rules that hold corporations liable for the acts of their agents. Today, when A Corp sues B Corp (for breach of contract, theft of trade secrets, or any other legal wrong), many of the same shareholders own both the plaintiff and the defendant. For these shareholders, damages just shift money from one pocket to another, minus of course lawyer fees. We offer here …
There Are Plaintiffs And . . . There Are Plaintiffs: An Empirical Analysis Of Securities Class Action Settlements, Randall Thomas, James D. Cox, Lynn Bai
There Are Plaintiffs And . . . There Are Plaintiffs: An Empirical Analysis Of Securities Class Action Settlements, Randall Thomas, James D. Cox, Lynn Bai
Vanderbilt Law School Faculty Publications
In this paper, we examine the impact of the PSLRA and more particularly the impact the type of lead plaintiff on the size of settlements in securities fraud class actions. We thus provide insight into whether the type of plaintiff that heads the class action impacts the overall outcome of the case. Furthermore, we explore possible indicia that may explain why some suits settle for extremely small sums - small relative to the "provable losses" suffered by the class, small relative to the asset size of the defendant-company, and small relative to other settlements in our sample. This evidence bears …
The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Randall Thomas, Robert B. Thompson
The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Randall Thomas, Robert B. Thompson
Vanderbilt Law School Faculty Publications
Shareholder litigation is the most frequently maligned legal check on managerial misconduct within corporations. Derivative lawsuits and federal securities class actions are portrayed as slackers in debates over how best to control the managerial agency costs created by the separation of ownership and control in the modern corporation. In each instance, early hopes these suits would effectively monitor managerial misconduct have been replaced with concerns about the size of the litigation agency costs of such representative litigation, which can arise when a self-selected plaintiff's attorney and her client that are appointed to pursue the claims of an entire class of …
Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale
Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale
Vanderbilt Law Review
State law gives corporate managers extremely broad power to direct increasingly large pools of collective business assets. Not surprisingly, economic incentives, norms, markets, and law all work to constrain the breadth of the power and the potential for abuse of what is other people's money.' State corporate law has occupied the center stage in the legal portion of this landscape, with federal securities law playing a supporting role-at least in the academic presentation of the debate. The New Deal's securities legislation eschewed a general federal corporations statute in favor of a more focused federal role emphasizing disclosure and antifraud protections …
Securities Fraud Or Mere Puffery: Refinement Of The Corporate Puffery Defense, R. Gregory Roussel
Securities Fraud Or Mere Puffery: Refinement Of The Corporate Puffery Defense, R. Gregory Roussel
Vanderbilt Law Review
A corporation's use of forward-looking corporate statements' is a common, arguably essential, element of the landscape of modern financial markets. Unfortunately, the failure to meet the expectations created by forward-looking statements often serves as the basis for a potentially devastating private action for securities fraud. Before Congress responded to frivolous private securities fraud class actions with the Private Securities Litigation Reform Act of 1995, ("Reform Act") the judiciary took it upon itself to provide relief to burdened corporations. In doing so, the courts focused on the materiality of the corporation's statements, an essential building block in the plaintiffs construction of …
Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.
Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.
Vanderbilt Law Review
In H.J. Inc. v. Northwestern Bell Telephone Co. the United States Supreme Court issued its latest opinion interpreting the reach of the Racketeer Influenced and Corrupt Organizations Act (RICO).' The H.J. Inc. decision comes at a time when the RICO statute is at the center of controversy. Those opposed to private treble damages suits particularly attack the statute. The defense bar attacks the use of the statute in white-collar prosecutions, especially in those cases involving securities fraud. If the defense bar has its way in Congress, RICO could not be invoked in cases involving fraud alone. The criminal defense bar …
The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.
The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.
Vanderbilt Law Review
This Note will examine the origins of the aiding and abetting cause of action and the development of a theory of liability based solely upon passive conduct. After an examination of the elements of the cause of action and defenses, a proposed definition of "aiding and abetting" will be offered. The effect of the recent Supreme Court decision Ernst & Ernst v. Hochfelder upon aiding and abetting liability, the scienter requirement, and the duties owed by potential aiders and abettors will be discussed. Treatment of aiding and abetting by the Federal Securities Code 19 also is mentioned.