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Full-Text Articles in Law
Speech Without Speakers: Eliminating Artificial Barriers To Pleading Corporate Scienter In Securities Fraud Claims, Jennifer Ligansky
Speech Without Speakers: Eliminating Artificial Barriers To Pleading Corporate Scienter In Securities Fraud Claims, Jennifer Ligansky
Fordham Journal of Corporate & Financial Law
To successfully plead securities fraud claims under Rule 10b–5, the Private Securities Litigation Reform Act (“PSLRA”) requires that plaintiff-investors raise a “strong inference” that the defendant acted with scienter when issuing a false statement. But pleading scienter presents a challenging issue when the defendant is not a person, but an entity. When the defendant is a corporation, U.S. Circuit Courts of Appeals have adopted different approaches for determining whether the plaintiff has pleaded a strong inference of scienter. Some circuits hold that plaintiffs can raise a strong inference of corporate scienter only if the complaint identifies a speaker who knew …
Top Ten Issues In De-Spac Securities Litigation, Wendy Gerwick Couture
Top Ten Issues In De-Spac Securities Litigation, Wendy Gerwick Couture
University of Arkansas at Little Rock Law Review
I am delighted to contribute to this symposium on special purpose acquisition companies (SPACs). The securities litigation associated with the de-SPAC transaction is at an early stage, but courts are already wrestling with a number of unsettled issues that cast a mirror on SPACs and the securities laws more broadly. As these issues are resolved, they will affect the future of de-SPAC transactions as well as the regulatory environment in which they operate. In this essay, I identify ten such issues, drawing from the pleadings, briefings, and hearings in pending de-SPAC securities cases, with the goal of highlighting the key …
Stuck Between A Rock And A Hard Place: Are Public Accounting Firms Subject To Diverging Standards Of Conduct Between Federal Courts And The Pcaob In Securities Fraud Claims?, Pierre Ciric
Journal of Business & Technology Law
No abstract provided.
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 Case For Semi-Strong-Form Corporate Scienter In Securities Fraud Actions, Paul B. Maslo
The Case For Semi-Strong-Form Corporate Scienter In Securities Fraud Actions, Paul B. Maslo
Michigan Law Review First Impressions
The mental state of scienter - intent to defraud - is a required element of a securities fraud claim. The scienter inquiry is fairly straightforward when the defendant is an individual. It is more complex when a corporate entity is involved because a corporation can only act through its agents; it has no mind of its own. This article compares the three approaches courts have used to impute scienter to corporate defendants in the securities fraud context and concludes by recommending the approach which strikes an appropriate balance between several dueling public policy concerns.
Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson
Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson
Fordham Journal of Corporate & Financial Law
No abstract provided.
And The Winner Is - Interpreting The Lead Plaintiff And The Lead Counsel Provisions Of The Private Securities Litigation Reform Act Of 1995, Ashe P. Puri
Villanova Law Review
No abstract provided.
An Overview Of Derivatives Litigation, 1994 To 2000, John D. Finnerty
An Overview Of Derivatives Litigation, 1994 To 2000, John D. Finnerty
Fordham Journal of Corporate & Financial Law
No abstract provided.
Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers
Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers
Washington and Lee Law Review
No abstract provided.