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Full-Text Articles in Securities Law

From Texas Gulf Sulphur To Laudato Si': Mining Equitable Principles From Insider Trading Law, Michael Kaufman Jan 2018

From Texas Gulf Sulphur To Laudato Si': Mining Equitable Principles From Insider Trading Law, Michael Kaufman

Faculty Publications & Other Works

In SEC v. Texas Gulf Sulphur, the Second Circuit declared that all investors trading on impersonal exchanges should have equal access to material information, and therefore anyone who possesses material inside information must either turn it over to the investing public or not trade. The broad reach of that insider trading prohibition sent shock waves throughout the financial markets and encountered significant judicial resistance from the Supreme Court.

Although the Supreme Court initially rejected the insider trading prohibition announced in Texas Gulf Sulphur, the fundamental equitable trading principles underlying that decision have endured. This article shows that TGS was more ...


The Significance And Impact Of Price Distortion And The Fraud-On-The-Market Theory After Halliburton Ii, Charles W. Murdock Jan 2015

The Significance And Impact Of Price Distortion And The Fraud-On-The-Market Theory After Halliburton Ii, Charles W. Murdock

Faculty Publications & Other Works

This past summer, the United States Supreme Court handed down its decision in Halliburton v. Erica P. John Fund, Inc. (“Halliburton II”), in which the Court held that a defendant may establish lack of price impact at the certification stage to establish a lack of reliance based upon the fraud-on-the-market theory. This was the third decision in three years dealing with the fraud-on-the-market approach to establishing commonality with respect to reliance by plaintiffs on management’s misrepresentations. In so doing, the Supreme Court retained market efficiency as an element of the fraud-on-the-market theory, but also reflected a broader and less ...


Rodrigo’S Abstraction: Capitalism Inequality & Reform Over Time And Space, Steven A. Ramirez Jan 2015

Rodrigo’S Abstraction: Capitalism Inequality & Reform Over Time And Space, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Halliburton, Basic, And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock Jan 2015

Halliburton, Basic, And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Evolution From Liberal To Reactionary In Rule 10b-5 Actions, Charles W. Murdock Jan 2014

Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Evolution From Liberal To Reactionary In Rule 10b-5 Actions, Charles W. Murdock

Faculty Publications & Other Works

"Political" decisions such as Citizens United and National Federation of Independent Business (Obamacare) reflect the reactionary bent of several Supreme Court Justices. But this reactionary trend is discernible in other areas as well. With regard to Rule lOb-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The Article examines the trend over the past forty years which has become increasingly conservative and, finally, reactionary.

The first trilogy was a liberal one, arguably overextending the scope of Rule lOb-5. This was followed by a conservative trilogy that put a brake on such extension ...


The Private Securities Litigation Reform Act And Particularity: Why Are Some Courts In An Alternate Universe?, Charles W. Murdock Jan 2014

The Private Securities Litigation Reform Act And Particularity: Why Are Some Courts In An Alternate Universe?, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


The Virtues Of Private Securities Litigation: An Historic And Macroeconomic Perspective, Steven A. Ramirez Jan 2014

The Virtues Of Private Securities Litigation: An Historic And Macroeconomic Perspective, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Leave Time For Trouble: The Limitations Periods Under The Federal Securities Laws, Michael J. Kaufman, John M. Wunderlich Jan 2014

Leave Time For Trouble: The Limitations Periods Under The Federal Securities Laws, Michael J. Kaufman, John M. Wunderlich

Faculty Publications & Other Works

No abstract provided.


The Big Banks: Background, Deregulation, Financial Innovation, And ‘Too Big To Fail,’, Charles W. Murdock Jan 2013

The Big Banks: Background, Deregulation, Financial Innovation, And ‘Too Big To Fail,’, Charles W. Murdock

Faculty Publications & Other Works

The U.S. economy is still reeling from the financial crisis that exploded in the fall of 2008. This Article asserts that the big banks were major culprits in causing the crisis by funding the non-bank lenders that created the toxic mortgages, which the big banks securitized and sold to unwary investors. Ironically, banks that were then too big to fail are even larger today.

The Article briefly reviews the history of banking from the Founding Fathers to the deregulatory mindset that has been present since 1980. It then traces the impact of deregulation, which led to the savings and ...


Behavioral Economics And Investor Protection, Michael J. Kaufman Jan 2013

Behavioral Economics And Investor Protection, Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


What Kahneman Means For Lawyers: Some Reflections On Thinking, Fast And Slow, Charles W. Murdock, Barry Sullivan Jan 2013

What Kahneman Means For Lawyers: Some Reflections On Thinking, Fast And Slow, Charles W. Murdock, Barry Sullivan

Faculty Publications & Other Works

No abstract provided.


Credit Default Swaps: Dubious Instruments, Charles W. Murdock Jan 2013

Credit Default Swaps: Dubious Instruments, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


In Defense Of The Gses, Steven A. Ramirez Jan 2012

In Defense Of The Gses, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Fraud Created The Market., Michael J. Kaufman Jan 2012

Fraud Created The Market., Michael J. Kaufman

Faculty Publications & Other Works

As we have shown in a series of prior Articles, and as scholars have accepted since, class actions are vital to protecting investors. Presumptions of reliance facilitate class-wide resolution of securities fraud claims. Without class certification, individual damages may be de minimis, and thus investors would be unlikely to bring a securities fraud suit. This underenforcement allows those who defraud investors to skate liability and impugn the integrity of the marketplace. Under Rule 1Ob-5, for securities fraud the Supreme Court has presumed reliance to facilitate class actions where there is an omission in the face of a duty to disclose ...


Messy Mental Markers: Inferring Scienter From Core Operations In Securities Fraud Litigation., Michael J. Kaufman Jan 2012

Messy Mental Markers: Inferring Scienter From Core Operations In Securities Fraud Litigation., Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


Redoing The Statutory Scheme By Rule-Making, Charles W. Murdock Jan 2012

Redoing The Statutory Scheme By Rule-Making, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


The Judicial Access Barriers To Remedies For Securities Fraud., Michael J. Kaufman Jan 2012

The Judicial Access Barriers To Remedies For Securities Fraud., Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


The Dodd- Frank Wall Street Reform And Consumer Protection Act: What Caused The Financial Crisis And Will Dodd-Frank Succeed In Preventing Future Crises?, Charles W. Murdock Jan 2011

The Dodd- Frank Wall Street Reform And Consumer Protection Act: What Caused The Financial Crisis And Will Dodd-Frank Succeed In Preventing Future Crises?, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


Taking Economic Human Rights Seriously After The Debt Crisis., Steven A. Ramirez Jan 2011

Taking Economic Human Rights Seriously After The Debt Crisis., Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


Toward A Just Measure Of Repose: The Statute Of Limitations For Securities Fraud., Michael J. Kaufman Jan 2011

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

Faculty Publications & Other Works

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 fraud ...


Section 16(B) And Its Limitations Period: The Case For Equitable Tolling., Michael J. Kaufman Jan 2011

Section 16(B) And Its Limitations Period: The Case For Equitable Tolling., Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


The Unjustified Judicial Creation Of Class Certification Merits Trials In Securities Fraud Actions, Michael J. Kaufman Jan 2010

The Unjustified Judicial Creation Of Class Certification Merits Trials In Securities Fraud Actions, Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


Regressing: The Troubling Dispositive Role Of Event Studies In Securities Fraud Litigation., Michael J. Kaufman Jan 2010

Regressing: The Troubling Dispositive Role Of Event Studies In Securities Fraud Litigation., Michael J. Kaufman

Faculty Publications & Other Works

An event study is a statistical regression analysis that merely provides one method of examining the effect of an event, such as a disclosure of information on the market price of a security. Yet the law governing event studies has become inseparable from the substantive law governing securities fraud litigation. Courts have effectively collapsed securities fraud actions into a single question: Whether the defendant's misrepresentation or omission created a disparity between the transaction price of a security and its true value measured by the precise reaction of the market price to the disclosure of the concealed information. A misrepresentation ...


Resolving The Continuing Controversy Regarding Confidential Informants In Private Securities Fraud Litigation., Michael J. Kaufman Jan 2010

Resolving The Continuing Controversy Regarding Confidential Informants In Private Securities Fraud Litigation., Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From "Central Bank" To "Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc., Charles W. Murdock Jan 2009

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From "Central Bank" To "Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc., Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock Jan 2008

A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


Puelo V Topel: The Court Got It Wrong, Charles W. Murdock Jan 2008

Puelo V Topel: The Court Got It Wrong, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.


Congress, The Supreme Court And The Proper Role Of Confidential Informants In Securities Fraud Litigation., Michael J. Kaufman Jan 2008

Congress, The Supreme Court And The Proper Role Of Confidential Informants In Securities Fraud Litigation., Michael J. Kaufman

Faculty Publications & Other Works

No abstract provided.


The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez Jan 2007

The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.


When Does The Securities Litigation Uniform Standards Act Of 1998 Preempt State Law Claims?, Steven A. Ramirez Jan 2006

When Does The Securities Litigation Uniform Standards Act Of 1998 Preempt State Law Claims?, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.