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Full-Text Articles in Securities Law
Malone V. Brincat: The Fiduciary Disclosure Duty Of Corporate Directors Under Delaware Law, Nicole M. Kim
Malone V. Brincat: The Fiduciary Disclosure Duty Of Corporate Directors Under Delaware Law, Nicole M. Kim
Washington Law Review
In Malone v. Brincat, the Supreme Court of Delaware significantly broadened the fiduciary disclosure duty of corporate directors under Delaware law. Malone allows shareholders to bring either a direct or a derivative action against directors for the public release of misleading financial statements reported to the Securities Exchange Commission, regardless of whether the alleged misstatements were made in connection with a request for shareholder action. The court also held that a federal preemption statute, the Securities Litigation Uniform Standards Act of 1998, did not preempt the shareholders' action in Delaware state court. This Note argues that the Supreme Court …
United States V. Smith: The Use-Possession Debate In Sec Enforcement Actions Under § 10(B), Oriana N. Li
United States V. Smith: The Use-Possession Debate In Sec Enforcement Actions Under § 10(B), Oriana N. Li
Washington Law Review
The U.S. Supreme Court has yet to address an underlying issue in the evolution of insider trading law: whether Rule 10b-5 liability should attach when someone trades while "in the possession of" material, nonpublic information, or whether a more stringent standard of having actually used or traded "on the basis of" such information must be met. In United States v. Smith, the Court of Appeals for the Ninth Circuit held that a violation of Rule 10b-5 requires an actual causal connection between the possession of inside information and the decision to trade in securities. This Note argues that the …