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Full-Text Articles in Securities Law
State Enforcement Of National Policy: A Contextual Approach (With Evidence From The Securities Realm), Amanda Rose
State Enforcement Of National Policy: A Contextual Approach (With Evidence From The Securities Realm), Amanda Rose
Vanderbilt Law School Faculty Publications
This Article addresses a topic of contemporary public policy significance: the optimal allocation of law enforcement authority in our federalist system. Proponents of competitive federalism have long argued that assigning concurrent enforcement authority to states and the federal government can lead to redundant expense, policy distortion, and a loss of democratic accountability. A growing literature responds to these claims, trumpeting the benefits of concurrent state-federal enforcement - most notably the potential for state regulators to remedy under-enforcement by captured federal agencies. Both bodies of scholarship are right, but also incomplete. What is missing from this rather polarized debate is a …
The Multienforcer Approach To Securities Fraud Deterrence: A Critical Analysis, Amanda Rose
The Multienforcer Approach To Securities Fraud Deterrence: A Critical Analysis, Amanda Rose
Vanderbilt Law School Faculty Publications
Participants in the U.S. capital markets can be sued for securities fraud by a mishmash of enforcers, including the SEC, class action plaintiffs, and state regulators. Does this multi-enforcer approach make sense from a deterrence perspective? This Article suggests that the answer is probably no. Although in theory there are conditions under which a multi-enforcer approach would promote optimal deterrence, it is unclear at best that those conditions exist in the United States. And further empirical research, while warranted, is unlikely to resolve the issue definitively. The status quo tends to persevere in the face of this sort of irreducible …
Using State Inspection Statutes For Discovery In Federal Securities Fraud Actions, Randall Thomas, Kenneth J. Martin, Erin O'Connor
Using State Inspection Statutes For Discovery In Federal Securities Fraud Actions, Randall Thomas, Kenneth J. Martin, Erin O'Connor
Vanderbilt Law School Faculty Publications
We propose that plaintiffs in securities fraud actions should use state inspections statutes to obtain discovery about potential securities fraud cases. First, we argue that the Private Securities Law Reform Act has substantially increased shareholders' difficulty in uncovering securities fraud. Next, we show that shareholders have an alternative method of investigating fraud: state inspections statutes. We then analyze cases filed under the Delaware inspection statute to examine the costs to plaintiffs of pursuing claims under this statute. We find that the statutory inspection process is a largely successful, although expensive and time-consuming, process. Nevertheless, potential plaintiffs could realize substantial benefits …