Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 4 of 4
Full-Text Articles in Securities Law
Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale
Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale
Vanderbilt Law Review
State law gives corporate managers extremely broad power to direct increasingly large pools of collective business assets. Not surprisingly, economic incentives, norms, markets, and law all work to constrain the breadth of the power and the potential for abuse of what is other people's money.' State corporate law has occupied the center stage in the legal portion of this landscape, with federal securities law playing a supporting role-at least in the academic presentation of the debate. The New Deal's securities legislation eschewed a general federal corporations statute in favor of a more focused federal role emphasizing disclosure and antifraud protections …
Securities Fraud Or Mere Puffery: Refinement Of The Corporate Puffery Defense, R. Gregory Roussel
Securities Fraud Or Mere Puffery: Refinement Of The Corporate Puffery Defense, R. Gregory Roussel
Vanderbilt Law Review
A corporation's use of forward-looking corporate statements' is a common, arguably essential, element of the landscape of modern financial markets. Unfortunately, the failure to meet the expectations created by forward-looking statements often serves as the basis for a potentially devastating private action for securities fraud. Before Congress responded to frivolous private securities fraud class actions with the Private Securities Litigation Reform Act of 1995, ("Reform Act") the judiciary took it upon itself to provide relief to burdened corporations. In doing so, the courts focused on the materiality of the corporation's statements, an essential building block in the plaintiffs construction of …
Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.
Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.
Vanderbilt Law Review
In H.J. Inc. v. Northwestern Bell Telephone Co. the United States Supreme Court issued its latest opinion interpreting the reach of the Racketeer Influenced and Corrupt Organizations Act (RICO).' The H.J. Inc. decision comes at a time when the RICO statute is at the center of controversy. Those opposed to private treble damages suits particularly attack the statute. The defense bar attacks the use of the statute in white-collar prosecutions, especially in those cases involving securities fraud. If the defense bar has its way in Congress, RICO could not be invoked in cases involving fraud alone. The criminal defense bar …
The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.
The Private Action Against A Securities Fraud Aider And Abettor: Silent And Inactive Conduct, Clyde A. Billings, Jr.
Vanderbilt Law Review
This Note will examine the origins of the aiding and abetting cause of action and the development of a theory of liability based solely upon passive conduct. After an examination of the elements of the cause of action and defenses, a proposed definition of "aiding and abetting" will be offered. The effect of the recent Supreme Court decision Ernst & Ernst v. Hochfelder upon aiding and abetting liability, the scienter requirement, and the duties owed by potential aiders and abettors will be discussed. Treatment of aiding and abetting by the Federal Securities Code 19 also is mentioned.