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Articles 1 - 14 of 14
Full-Text Articles in Securities Law
The Misappropriation Theory In Light Of Carpenter And The Insider Trading And Securities Fraud Enforcement Act Of 1988, Mark A. Clayton
The Misappropriation Theory In Light Of Carpenter And The Insider Trading And Securities Fraud Enforcement Act Of 1988, Mark A. Clayton
Pepperdine Law Review
No abstract provided.
Who "Caused" The Enron Debacle?, David K. Millon
Who "Caused" The Enron Debacle?, David K. Millon
David K. Millon
No abstract provided.
The Cost Of Securities Fraud, Urska Velikonja
The Cost Of Securities Fraud, Urska Velikonja
Urska Velikonja
Under the dominant account, securities fraud by public firms harms the firms’ shareholders and, more generally, capital markets. Recent financial legislation—the JOBS Act and the Dodd-Frank Act—as well as the influential 2011 D.C. Circuit decision in Business Roundtable v. SEC reinforce that same worldview. This Article contends that the account is wrong. Misreporting distorts economic decision-making by all firms, both those committing fraud and not. False information, coupled with efforts to hide fraud and avoid detection, impairs risk assessment by providers of human and financial capital, suppliers and customers, and thus misdirects capital and labor to lower-value projects. If fraud …
The Aftermath Of Merck: D&O Insecurity In The Security Fraud Arena, Alexandra Russo
The Aftermath Of Merck: D&O Insecurity In The Security Fraud Arena, Alexandra Russo
Pace Law Review
This Comment will trace the history of Merck, culminating in the Supreme Court’s extension of the statute of limitations periods for private security fraud suits, and discuss the impact this holding will have on future security fraud litigation, both for investor-plaintiffs and issuer-defendants. Part I will examine the facts and procedural history of Merck, which began in the United States District Court for the District of New Jersey and ultimately reached the Supreme Court of the United States. This procedural background will illuminate the various interpretations existing prior to Merck regarding the events that trigger the statute of …
It's Payback Time, Or Is It?: An Argument To Apply Universal Heightened Standards To All Employee Stock-Based Individual Account Programs In The Post-Enron Era And Why Sarbanes-Oxley's Preventive Measures Do Not Adequately Protect Employee Investor Interests, Sarah Y. Rifaat
Pepperdine Law Review
No abstract provided.
Conflicting Currents: The Obligation To Maintain Inviolate Client Confidences And The New Sec Attorney Conduct Rules, Keith Paul Bishop, James F. Fotenos, Steven K. Hazen, James R. Walther, Nancy H. Wojtas
Conflicting Currents: The Obligation To Maintain Inviolate Client Confidences And The New Sec Attorney Conduct Rules, Keith Paul Bishop, James F. Fotenos, Steven K. Hazen, James R. Walther, Nancy H. Wojtas
Pepperdine Law Review
No abstract provided.
Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher
Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher
Proxy
No abstract provided.
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
Northwestern Journal of International Law & Business
Whether a foreign or American claimant has a private right of action in so-called ―Foreign-Cubed‖ or ―Foreign-Squared‖ claims under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Securities and Exchange Commission (SEC) Rule 10b-5 has been the subject of much debate among U.S. courts, Congress, and the international community. Historically, these cases have been heard in the United States if the conduct had a substantial effect in the United States or on U.S. citizens (the effects test), or if the fraudulent or wrongful conduct occurred in the United States (the conduct test). However, in June 2010, …
The Falsity-Scienter Inference, Wendy Gerwick Couture
Remedies For Foreign Investors Under U.S. Federal Securities Law, Hannah Buxbaum
Remedies For Foreign Investors Under U.S. Federal Securities Law, Hannah Buxbaum
Articles by Maurer Faculty
In its 2010 decision in Morrison v. National Australia Bank, the Supreme Court held that the general anti-fraud provision of U.S. securities law applies only to (a) transactions in securities listed on domestic exchanges and (b) domestic transactions in other securities. That decision forecloses the use of the “foreign-cubed” class action, and in general precludes the vast majority of claims that might otherwise have been brought in U.S. court by foreign investors. This article assesses the post-Morrison landscape, addressing the question of remedies in U.S. courts for investors defrauded in foreign transactions. It begins by reviewing the current case law, …
The Plight Of The Individual Investor In Securities Class Actions, David H. Webber
The Plight Of The Individual Investor In Securities Class Actions, David H. Webber
Faculty Scholarship
Individual investors victimized by securities fraud have no voice in directing class actions brought on their behalf once institutional investors obtain lead plaintiff appointments. The same holds for state-level transactional class actions claiming breaches of fiduciary duty by boards of directors in connection with mergers and acquisitions. In theory, the interests of institutional and individual investors align, nullifying the need for a separate voice for individuals; one rationale for the lead plaintiff modifications of the Private Securities Litigation Reform Act of 1995 was that individuals would benefit from the sophistication of institutional investor lead plaintiffs. But in practice, individual investors’ …
Inquiry Notice: Merck & Co. V. Reynolds And The Need For Requiring Private Investors To Investigate Potential Securities Fraud, Joel Alan Borkenhagen
Inquiry Notice: Merck & Co. V. Reynolds And The Need For Requiring Private Investors To Investigate Potential Securities Fraud, Joel Alan Borkenhagen
Oklahoma Law Review
No abstract provided.
Chevron, Greenwashing, And The Myth Of 'Green Oil Companies', Miriam A. Cherry, Judd F. Sneirson
Chevron, Greenwashing, And The Myth Of 'Green Oil Companies', Miriam A. Cherry, Judd F. Sneirson
All Faculty Scholarship
As green business practices grow in popularity, so does the temptation to “greenwash” one’s business to appear more environmentally and socially responsible than it actually is. We examined this phenomenon in an earlier paper, using BP and the Deepwater Horizon catastrophe as a case study and developing a framework for policing dubious claims of corporate social responsibility. This Article revisits these issues focusing on Chevron, an oil company that claims in its advertisements to care deeply about the environment and the communities in which it operates, even as it faces an $18 billion judgment for polluting the Ecuadorean Amazon and …
What Were They Thinking? Insider Trading And The Scienter Requirement, Donald C. Langevoort
What Were They Thinking? Insider Trading And The Scienter Requirement, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
On its face, the connection between insider trading regulation and the state of mind of the trader or tipper seems intuitive. Insider trading is a form of market abuse: taking advantage of a secret to which one is not entitled, generally in breach of some kind of fiduciary-like duty. This chapter examines both the legal doctrine and the psychology associated with this pursuit. There is much conceptual confusion in how we define unlawful insider trading—the quixotic effort to build a coherent theory of insider trading by reference to the law of fraud, rather than a more expansive market abuse standard—which …