Securities Law Commons^™

Amgen And The Fraud-On-The-Market Class Action: Frozen In Time?, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

The Supreme Court’s 2013 Amgen decision addressed whether a “merits” issue—the materiality of the alleged misstatement or omission—is such a predicate to the fraud-on-the-market presumption established in Basic Inc. v. Levinson that it must be proved (or at least subject to rebuttal) as part of class certification. The Court said no by a 6-3 majority, surprising many. This paper is a reader’s guide to Amgen and the future of the presumption of reliance. It explains the surprise (the pro-plaintiff outcome in contrast to the general trend in the class action case law) as a consequence of ...

The Long Road Back: Business Roundtable And The Future Of Sec Rulemaking, Jill E. Fisch

Faculty Scholarship

The Securities and Exchange Commission has suffered a number of recent setbacks in areas ranging from enforcement policy to rulemaking. The DC Circuit’s 2011 Business Roundtable decision is one of the most serious, particularly in light of the heavy rulemaking obligations imposed on the SEC by Dodd-Frank and the JOBS Act. The effectiveness of the SEC in future rulemaking and the ability of its rules to survive legal challenge are currently under scrutiny.

This article critically evaluates the Business Roundtable decision in the context of the applicable statutory and structural constraints on SEC rulemaking. Toward that end, the essay ...

Predicting Securities Fraud Settlements And Amounts: A Hierarchical Bayesian Model Of Federal Securities Class Action Lawsuits, Blakeley B. Mcshane, Oliver P. Watson, Tom Baker, Sean J. Griffith

Faculty Scholarship

This paper develops models that predict the incidence and amount of settlements for federal class action securities fraud litigation in the post-PLSRA period. We build hierarchical Bayesian models using data which comes principally from Risk metrics and identify several important predictors of settlement incidence (e.g., the number of different types of securities associated with a case, the company return during the class period) and settlement amount (e.g., market capitalization, measures of newsworthiness). Our models allow us to estimate how the circuit court a case is filed in as well as the industry of the plaintiff firm associate with ...

Securities Violations In 140 Characters Or Less: Social Media And Its Growing Impact On The Securities Industry, Kevin Etzel

Touro Law Review

As social media continues its rapid ascent, the law must be able to keep pace. The securities industry is where one area that must keep pace. This Comment demonstrates the drastic effects, both positive and negative, that social media has on securities regulation.

Scaling Chinese Walls: Insights From Aftra V. Jpmorgan Chase, Jeffrey Bingham

William & Mary Business Law Review

The material non-public information financial services firms receive from clients utilizing commercial banking services may often prove beneficial to the firm’s trust account clients if the information is used in making investment decisions for these trust accounts. Consequently, financial services firms confront two equally dubious options: to utilize the information to benefit the trust account client and break insider trading laws, or to disregard the information and seemingly violate the firm’s fiduciary duty to the trust account client. To successfully defend against either of the above claims, firms should establish and maintain effective Chinese Walls between private and ...

Review: Is Hedge Fund Registration Necessary? , J. W. Verret

Washington and Lee Law Review

No abstract provided.

Why Register Hedge Fund Advisers— A Comment , Lyman Johnson

Washington and Lee Law Review

No abstract provided.

Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii

Washington and Lee Law Review

No abstract provided.

Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler

Washington and Lee Law Review

No abstract provided.

Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro

Journal of Business & Technology Law

No abstract provided.

Privately Employed Hearing Officers: Hearing Board Procedures Of The New York Stock Exchange, David J. Agatstein

Journal of the National Association of Administrative Law Judiciary

No abstract provided.

“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 ...

When Dicta Attacks: Elliott V. Commodity Futures Trading Commission, Joanna E. Barnes

Journal of the National Association of Administrative Law Judiciary

No abstract provided.

There's A New Sheriff In Town - Will The New Sec Chairman Allow Issuers Of American Depository Receipts To Use International Accounting Standards To Satisfy Listing Requirements On U.S. Exchanges?, Joseph J.M. Orabona

Journal of the National Association of Administrative Law Judiciary

No abstract provided.

Lawyers In The Shadows: The Transactional Lawyer In A World Of Shadow Banking, Steven L. Schwarcz

Faculty Scholarship

This article, which is based on the author’s keynote address at an April 5, 2013 conference at American University Washington College of Law on “Transactional Lawyering: Theory, Practice, & Pedagogy,” examines the role of transactional lawyers in a world of shadow banking. By reducing the dominance of banks as financial intermediaries, shadow banking has transformed the financial system, causing transactional lawyers to face an array of novel issues. This article focuses on one of those issues: To what extent should transactional lawyers address the potential systemic consequences of their client’s actions? First, the article shows that the legal system ...

When The Government Attempts To Change The Board, Investors Should Know, William O. Fisher

Pepperdine Law Review

In 2008 and 2009, the federal government effectively hired and fired directors at American International Group and Bank of America, without any securities filing of the sort that would have been required had a private market actor attempted to change the boards at those companies. The fact that current law allows the government to secretly reconstitute the governing bodies of multibillion-dollar, publicly traded companies is cause for concern, for who controls the board controls the company. This Article argues that, just as securities filings alert investors when private parties attempt board change, a new required filing should inform investors when ...

Strengthening Financial Reporting: An Essay On Expanding The Auditor’S Opinion Letter, James D. Cox

Faculty Scholarship

Users of financial statements, foremost of which are investors, have a voracious appetite for information that better enables them to assess the financial position and performance of the reporting firm. Even though financial statements purport to address their needs, because the statements, which are prepared by the firm’s managers, conceal a range of managerial estimates, assumptions, judgments, and choices, investors are deprived of the most fundamental kernel of information they seek, namely the overall quality of the financial reports themselves. In this Article, the author sets forth several modest steps that would enhance the overall quality of financial reporting ...

Materiality In Sarbanes-Oxley Act Employee Protection Claims, William Dorsey

Journal of the National Association of Administrative Law Judiciary

No abstract provided.

Fraudulent Corporate Signals: Conduct As Securities Fraud, Manuel A. Utset

Boston College Law Review

Paying a dividend, repurchasing shares, underpricing an initial public offering, pledging collateral, and borrowing using short-term, instead of long-term debt, are all forms of corporate communications. They are “corporate signals” that tell investors certain things about a company’s operations and current financial position, and about the managers’ confidence in its future performance. This Article provides the first comprehensive analysis of the relationship between corporate signals and securities fraud. The incentive to communicate using corporate signals has increased in recent years, a phenomenon that, I argue, is due to the growing complexity of public corporations, and, importantly, to a number ...

Liability And Admission Of Wrongdoing In Public Enforcement Of Law, Samuel W. Buell

Faculty Scholarship

Some judges and scholars have questioned the social value of the standard form in which the Securities and Exchange Commission settles its corporate enforcement actions, including the agency’s use of essentially unreviewed consent decrees that include no admission of liability or wrongdoing. This essay for a symposium on SEC enforcement provides an analysis of the deterrent effects of the three main components of settlements in public enforcement of law: liability, admission, and remedy. The conclusions are the following. All three components have beneficial deterrent effects. Cost considerations nonetheless justify some settlements that dispense with liability or admission, or even ...