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Articles 31 - 60 of 217
Full-Text Articles in Securities Law
Are Investors’ Gains And Losses From Securities Fraud Equal Over Time?, Alicia J. Davis
Are Investors’ Gains And Losses From Securities Fraud Equal Over Time?, Alicia J. Davis
Alicia Davis
Leading securities regulation scholars argue that compensating securities fraud victims is inefficient because diversified investors that trade frequently (generally, institutional investors) are as likely to gain from trading in fraud-tainted stocks as they are to suffer harm from doing so. In other words, institutional investors have no expected net losses from fraud over the long term and are effectively hedged against fraud risk. Moreover, individual investors can protect themselves from fraud, as well, by investing through diversified institutional intermediaries. In this Article, I demonstrate, using both probability theory and observational and computer-simulated trading data, that the argument of the compensation …
Form Vs. Function In Rule 10b-5 Class Actions, Amanda M. Rose
Form Vs. Function In Rule 10b-5 Class Actions, Amanda M. Rose
Vanderbilt Law School Faculty Publications
The Supreme Court’s widely anticipated decision last term in Halliburton Co. v. Erica P. John Fund, Inc. did little to change the fundamental landscape of securities fraud litigation in the United States. Rule 10b-5 class actions premised on the “fraud-on-the-market” presumption of reliance may still be brought, although it is now clear that defendants may present evidence of lack of price distortion to rebut that presumption at the class certification stage. Halliburton does, however, raise a variety of new questions that will keep plaintiffs’ lawyers and defense counsel fighting for years to come. Determining the answers to these questions will …
Professor Alan R. Bromberg And The Scholarly Role Of The Treatise, Wendy Gerwick Couture
Professor Alan R. Bromberg And The Scholarly Role Of The Treatise, Wendy Gerwick Couture
Articles
No abstract provided.
False Statements Of Belief As Securities Fraud, Wendy Gerwick Couture
False Statements Of Belief As Securities Fraud, Wendy Gerwick Couture
Articles
No abstract provided.
Shareholder Litigation Without Class Actions, David H. Webber
Shareholder Litigation Without Class Actions, David H. Webber
Faculty Scholarship
In this Article, I imagine a post-class action landscape for shareholder litigation. Assuming, for the sake of this exercise, an environment in which both securities-fraud and transactional class actions are hobbled by procedural or substantive reforms — most likely through the adoption of mandatory-arbitration provisions or fee-shifting provisions — I assess what shareholder litigation would disappear, what would remain, and what a post-class action landscape would look like. I argue that loss of the class action would remove a layer of legal insulation that prevents institutional investors from having to pursue positive value claims against companies. Currently, the class action …
"We're Cool" Statements After Omnicare: Securities Fraud Suits For Failures To Comply With The Law, James D. Cox
"We're Cool" Statements After Omnicare: Securities Fraud Suits For Failures To Comply With The Law, James D. Cox
Faculty Scholarship
As part of a symposium celebrating the multiple contributions of the late Alan Bromberg, this article examines implications flowing from the Supreme Court’s recent decision in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund. Because Omnicare lands so squarely on the Court’s earlier opaque opinion in Virginia Bankshares, Inc. v. Sandberg addressing the treatment of the materiality of opinion statements, Omnicare is the new currency in the realm that will have far-reaching implications. In Virginia Bankshares, the Supreme Court quickly concluded shareholders would attach significance to the board of directors’ statement that the cash-out merger …
Halliburton Ii: A Loser's History, Adam C. Pritchard
Halliburton Ii: A Loser's History, Adam C. Pritchard
Articles
The Supreme Court was presented with an opportunity to bring fundamental reform to securities class actions last term in Halliburton Co. v. Erica P John Fund, Inc.. The Court ducked that opportunity, passing the buck to Congress to undo the mess that the Court had created a quarter century prior in Basic Inc. v. Levinson. Congress's history in dealing with securities class actions suggests that reform is unlikely to come from the legislature anytime soon. The Securities and Exchange Commission appears to be satisfied with the status quo as well. With these institutional actors resisting reform, corporations and …
The Responsibilities Of Lawyers For Their Clients’ Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
The Responsibilities Of Lawyers For Their Clients’ Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
Wai Yee WAN
This article examines the extent to which lawyers advising on the disclosure documents of their clients issued to the securities markets should be responsible for their clients’ disclosure failures. It identifies the following problems with the current framework. First, there is a lack of objective due diligence standards which lawyers are expected to meet when they are advising on public disclosure documents. Second, except for takeovers, lawyers are not subject to public enforcement actions even if they have not acted with due care and diligence in ensuring that their clients comply with their disclosure obligations. Third, private enforcement actions against …
The Responsibilities Of Lawyers For Their Clients Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
The Responsibilities Of Lawyers For Their Clients Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This article examines the extent to which lawyers advising on the disclosure documents of their clients issued to the securities markets should be responsible for their clients’ disclosure failures. It identifies the following problems with the current framework. First, there is a lack of objective due diligence standards which lawyers are expected to meet when they are advising on public disclosure documents. Second, except for takeovers, lawyers are not subject to public enforcement actions even if they have not acted with due care and diligence in ensuring that their clients comply with their disclosure obligations. Third, private enforcement actions against …
Global Expansion Of National Securities Laws: Extraterritoriality And Jurisdictional Conflicts, Junsun Park
Global Expansion Of National Securities Laws: Extraterritoriality And Jurisdictional Conflicts, Junsun Park
The University of New Hampshire Law Review
[Excerpt] “As securities fraud has grown increasingly transnational, it has become necessary to expand the reach of anti-fraud provisions to persons and entities participating in global securities markets. So far, however, no single antifraud provision exists to govern the entire global marketplace. Although each country strives to combat international securities fraud by using its own regulatory regime, problems can develop when extraterritorial application of national securities laws leads to regulatory overlapping or conflicts. In light of these problems, it is necessary to set forth clear guidelines for determining whether national securities laws can apply extraterritorially and, if so, how far …
Better Bounty Hunting, Amanda Rose
Better Bounty Hunting, Amanda Rose
Vanderbilt Law School Faculty Publications
The SEC’s new whistleblower bounty program has provoked significant controversy. That controversy has centered on the failure of the implementing rules to make internal reporting through corporate compliance departments a prerequisite to recovery. This Article approaches the new program with a broader lens, examining its impact on the longstanding debate over fraud-on-the-market (FOTM) class actions. The Article demonstrates how the bounty program, if successful, will replicate the fraud deterrence benefits of FOTM class actions while simultaneously increasing the costs of such suits — rendering them a pointless yet expensive redundancy. If instead the SEC proves incapable of effectively administering the …
Around The World Of Securities Fraud In Eighty Motions To Dismiss, Wendy Gerwick Couture
Around The World Of Securities Fraud In Eighty Motions To Dismiss, Wendy Gerwick Couture
Articles
No abstract provided.
The Collision Between The First Amendment And Securities Fraud, Wendy Gerwick Couture
The Collision Between The First Amendment And Securities Fraud, Wendy Gerwick Couture
Articles
This Article seeks to correct the imbalance that occurs when the First Amendment and securities fraud collide. Under current precedent, securities analysts, credit rating agencies, and financial journalists are subject to differing liability standards depending on whether they are sued for defamation or for securities fraud. Under New York Times Co. v. Sullivan, First Amendment protections apply in the defamation context in order to prevent the chilling of valuable speech, yet courts have declined to extend these protections to the securities fraud context. This imbalance threatens to chill valuable speech about public companies. To prevent the dangerous chilling effect of …
Don't Throw The Baby Out With The Bath Water: The Merits Of The Intermediate Approach To The Securities Litigation Uniform Standards Act, Selby P. Brown
Don't Throw The Baby Out With The Bath Water: The Merits Of The Intermediate Approach To The Securities Litigation Uniform Standards Act, Selby P. Brown
Oklahoma Law Review
No abstract provided.
Judgment Day For Fraud-On-The-Market?: Reflections On Amgen And The Second Coming Of Halliburton, Donald C. Langevoort
Judgment Day For Fraud-On-The-Market?: Reflections On Amgen And The Second Coming Of Halliburton, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
In November 2013, the Supreme Court granted certiorari in the Halliburton litigation to reconsider, and perhaps overrule, its seminal decision in Basic Inc. v. Levinson. Basic legitimated the fraud-on-the-market presumption of reliance, making securities class actions for claims of false corporate publicity viable, and such cases have become the central mechanisms for private securities fraud litigation. This move came after last Term’s Amgen decision, where four justices signaled their doubts about Basic. This essay looks at the connection between Amgen and the continuing viability of fraud-on-the-market litigation. How Halliburton comes out will likely depend on how the Court …
The Future Of Securities Class Actions Against Foreign Companies: China And Comity Concerns, Dana M. Muir, Junhai Liu, Haiyan Xu
The Future Of Securities Class Actions Against Foreign Companies: China And Comity Concerns, Dana M. Muir, Junhai Liu, Haiyan Xu
University of Michigan Journal of Law Reform
In Morrison v. National Australia Bank Ltd., the U.S. Supreme Court limited the application of U.S. securities fraud law in transnational situations. The Supreme Court noted that its decision was influenced by international comity considerations. In this Article, we evaluate the availability of class actions in China in cases involving alleged securities fraud. Because we find that the availability of those actions is too limited to fully protect U.S. shareholders, we argue that U.S. investors should be permitted to bring securities fraud class actions against non-U.S. companies whose securities are traded on a U.S. exchange regardless of where those investors …
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
Pepperdine Law Review
No abstract provided.
The "In Connection With" Requirement Of Rule 10b-5, C. Edward Fletcher Iii
The "In Connection With" Requirement Of Rule 10b-5, C. Edward Fletcher Iii
Pepperdine Law Review
No abstract provided.
The Cost Of Securities Fraud, Urska Velikonja
The Cost Of Securities Fraud, Urska Velikonja
Faculty Scholarship
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 …
Opinions Actionable As Securities Fraud, Wendy Gerwick Couture
Opinions Actionable As Securities Fraud, Wendy Gerwick Couture
Articles
This Article proposes a new analytical framework to apply to statements of opinion in securities fraud cases. Although statements of opinion form the basis of some of the most cutting edge securities fraud claims-such as those asserted against securities analysts and credit rating agencies-statements of opinion do not fit squarely within the elements of securities fraud. In particular, three issues arise: (1) When is a statement of opinion false so as to qualify as a misrepresentation? (2) When is a statement of opinion material? (3) And, for that matter, what is the distinction between a statement of fact and a …
Criminal Securities Fraud And The Lower Materiality Standard, Wendy Gerwick Couture
Criminal Securities Fraud And The Lower Materiality Standard, Wendy Gerwick Couture
Articles
No abstract provided.
Understanding Causation In Private Securities Lawsuits: Building On Amgen, James D. Cox
Understanding Causation In Private Securities Lawsuits: Building On Amgen, James D. Cox
Faculty Scholarship
With Amgen, the Supreme Court’s majority once again holds that inquiry into the alleged market impact of a misrepresentation is not required to invoke fraud on the market approach to causation so that the class can be certified. Rather than just leaving matters where they have been since the Supreme Court’s muddled encounter with causation in Basic Inc. v. Levinson, the Supreme Court’s most recent decision appears to relax some earlier-held tenets with respect to markets believed sufficiently efficient for fraud on the market to be invoked. This Article not only identifies the central flaw of Basic that has over …
Beyond The Target Market: Product Advertising And Rule 10b-5'S In Connection With Requirement , Thomas J. Maloney
Beyond The Target Market: Product Advertising And Rule 10b-5'S In Connection With Requirement , Thomas J. Maloney
Cleveland State Law Review
An investor purchases Apple common stock in reliance on representations in advertisements that the new iPad is capable of connecting to “ultrafast” 4G wireless networks. It turns out that the iPad is not compatible with the fastest wireless network in Australia or the 4G networks in Sweden and Germany. If the investor suffered a loss as a result, can the investor recover from Apple for securities fraud under Rule 10b-5 of the Securities Exchange Act of 1934? A number of possible impediments to recovery exist. One is Rule 10b-5’s limited scope. The Rule applies only to a fraud that is …
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests. This paper—a contribution to Columbia Law School’s recent celebration of Cary’s Cady Roberts opinion, explores some of these—particularly the emergence of a doctrine of “reckless” insider trading. Historically, the crucial question is this: how or why did the insider trading prohibition survive the retrenchment that happened to so many other elements of Rule 10b-5? It argues that the Supreme Court embraced the continuing existence of the “abstain or disclose” rule, and tolerated constructive fraud notwithstanding …
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.