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Full-Text Articles in Securities Law
Minimizing Corporate Liability Exposure When The Whistle Blows In The Post Sarbanes-Oxley Era, Marc I. Steinberg, Seth A. Kaufman
Minimizing Corporate Liability Exposure When The Whistle Blows In The Post Sarbanes-Oxley Era, Marc I. Steinberg, Seth A. Kaufman
Faculty Journal Articles and Book Chapters
Over the past few years, numerous newspapers and magazines have featured stories discussing whistleblowers. From Sherron Watkins at Enron to Cynthia Cooper at Worldcom, employees who reported perceived corporate fraud have received widespread attention. With this increased public focus, Congress chose to provide statutory protection in the whistleblower corporate or securities law context through enactment of the Sarbanes-Oxley Act of 2002 (SOX).
Prior to SOX, federal and state statutes (as well as common law) existed to protect whistleblowers in specific settings. For example, the False Claims Act provides protection to individuals who report fraudulent activities committed against the federal government. …
Attorney Liability Under The State Securities Laws: Landscapes And Minefields, Marc I. Steinberg, Chris Classen
Attorney Liability Under The State Securities Laws: Landscapes And Minefields, Marc I. Steinberg, Chris Classen
Faculty Journal Articles and Book Chapters
Attorneys face significant liability exposure under the state securities laws, and they can be held primarily liable when they are "sellers" of securities, or under some state statutes, like California, when they are experts. Depending on the applicable jurisdiction and counsel's status relative to the subject client, secondary liability may be incurred. In a number of states, counsel has liability exposure based on materially aiding the primary violator with the requisite intent.
This article surveys and analyzes attorney liability under state securities law. After presenting a succinct overview of applicable state law in Part II, the article then provides a …