Securities Law Commons^™

Duties, Disclosure, And Discord: Necessity To Resolve Circuit Split And Certainty Leidos Could Have Clarified For Litigation Strategy And Risk Allocation, Damian P. Gallagher

William & Mary Business Law Review

Securities litigation is a complex, specialized, and detailed practice of the law that depends on the expertise of courts and the Securities and Exchange Commission. From its inception, the securities laws, namely the Securities Act of 1933 and the Securities Exchange Act of 1934, provided a baseline expectation and prescription for the Securities and Exchange Commission to promulgate rules to fulfill the organic statute’s demands. Through time, technology, and the law generally, the securities laws have expanded significantly, not only asking, but also requiring, the courts to answer questions never contemplated by the original drafters of the laws to guide …

Securities Fraud Embedded In The Market Structure Crisis: High-Frequency Traders As Primary Violators, Stanislav Dolgopolov

William & Mary Business Law Review

This Article analyzes approaches to attaching liability for securities fraud to high-frequency traders as primary violators in connection with the current market structure crisis. One of the manifestations of this crisis pertains to inadequate disclosure of advanced functionalities offered by trading venues, as exemplified by the order type controversy. The Article’s analysis is applied to secret arrangements between trading venues and preferred traders, glitches and gaming, and the reach of the doctrine of market manipulation, and several relevant issues are also viewed from the standpoint of the integrity of the trading process. The Article concludes by arguing for a balanced …

The Cost Of Securities Fraud, Urska Velikonja

William & Mary Law Review

Under the dominant account, fraudulent financial reporting by public firms harms the firms' shareholders and, more generally, capital markets. This Article contends that the account is incomplete. In addition to undermining investor confidence, misreporting distorts economic decision making by all firms, both those committing fraud and those not. False information impairs risk assessment by those who provide human or financial capital to fraudulent firms, the firms' suppliers and customers, and thus misdirects capital and labor to subpar projects. Efforts to hide fraud and avoid detection further distort fraudulent firms' business decisions, as well as decisions by their rivals, who mimic …

Beyond Morrison: The Effect Of The "Presumption Against Extraterritoriality" And The Transactional Test On Foreign Tender Offers, Vladislava Soshkina

William & Mary Law Review

No abstract provided.

Allocating Loss In Securities Fraud: Time To Adopt A Uniform Rule For The Special Case Of Ponzi Schemes, Grant Christensen

William & Mary Business Law Review

The global financial crisis precipitated a condensing of capital and a fall in global equities markets that not only resulted in the necessity of government bailouts of the financial industry, but also exposed a number of Ponzi schemes that collectively will cost investors tens of billions of dollars. With a new wave of litigation by innocent investors against Ponzi scheme operators just beginning, and likely to take years to finish, it becomes important to clearly identify the methodologies used to value the loss and allocate existing assets among the remaining creditors. To that end, this Article argues that courts ought …

Toward A Just Measure Of Repose: The Statute Of Limitations For Securities Fraud, Michael J. Kaufman, John M. Wunderlich

William & Mary Law Review

Statutes of limitations, a long-standing bulwark of civil litigation, mitigate the risk that evidence of meritorious claims will become stale and relieve defendants who might be exposed to claims from unending uncertainty about whether claims will be brought. But these twin rationales are balanced against allowing plaintiffs sufficient time to discover and file meritorious claims. This balance is manifest in the judicial and congressional effort to fashion a statute of limitations for securities fraud claims. The Supreme Court in Merck & Co. v. Reynolds recently attempted to strike that balance in its interpretation of the statute of limitations for securities …

Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson

William & Mary Law Review

Conventional wisdom is that shareholder derivative suits are dead. Yet this death knell is decidedly premature. The current conception of shareholder derivative suits is based on an empirical record limited to suits filed in Delaware or on behalf of Delaware corporations, leaving suits outside this sphere in the shadows of corporate law scholarship. This Article aims to fill this gap by presenting the first empirical examination of shareholder derivative suits in the federal courts. Using an original, hand-collected data set, my study reveals that shareholder derivative suits are far from dead. Shareholders file more shareholder derivative suits than securities class …

Does Sarbanes-Oxley Protect Whistleblowers? The Recent Experience Of Companies And Whistleblowing Workers Under Sox, Megan E. Mowrey, L. Stephen Cash, Thomas L. Dickens

William & Mary Business Law Review

The Sarbanes Oxley Act of 2002 (SOX) attempts to prevent fraud in the business activities of public companies. SOX includes regulations designed to protect whistleblowing employees that may be triggered if workers allege fraudulent activity by their employers, and, in response, their employers retaliate. This Essay discusses the strength of the whistleblowing protection provided by SOX, the conduct covered by the SOX whistleblower provisions, and specifically the application of the law by the courts

Female Investors And Securities Fraud: Is The Reasonable Investor A Woman?, Joan Macleod Heminway

William & Mary Journal of Race, Gender, and Social Justice

Let's face it. Women and men are different in more than just the biological sense. These differences play themselves out in a variety of contexts. Some of them are meaningful in theory or in reality; others are not.

Given an increase in women's involvement in business and finance, it is unsurprising that a multidisciplinary literature is emerging at the intersection of sex or gender differences and corporate governance. Much of the work in this area has centered on women and boards of directors and women in the executive ranks. However, it is important to focus on women not only as …

Securitizing Audit Failure Risk: An Alternative To Caps On Damages, Lawrence A. Cunningham

William & Mary Law Review

No abstract provided.

Fraud On The Market: Short Sellers' Reliance On Market Price Integrity, Douglas A. Smith

William & Mary Law Review

No abstract provided.

Sec Rule 14e-3 In The Wake Of United States V. O'Hagan: Proper Prophylactic Scope And The Future Of Warehousing, Jeff Lobb

William & Mary Law Review

No abstract provided.

Liability Under Section 12(2) Of The Securities Act Of 1933 For Fraudulent Trading In Postdistribution Markets, Therese H. Maynard

William & Mary Law Review

No abstract provided.

Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis

William & Mary Law Review

No abstract provided.

Vicarious Liability For Securities Law Violations: Respondeat Superior And The Controlling Person Sections

William & Mary Law Review

No abstract provided.

Private Enforcement Of The Federal Proxy Rules: Remedial Alternatives

William & Mary Law Review

No abstract provided.

Sec Rule 10b-5: A 1972 Profile

William & Mary Law Review

No abstract provided.