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Full-Text Articles in Law
Finding The Boundaries Of Equitable Disgorgement, Cameron K. Hood
Finding The Boundaries Of Equitable Disgorgement, Cameron K. Hood
Vanderbilt Law Review
The disgorgement of “ill-gotten gains” is a significant mechanism for enforcing the securities laws. By compelling a violator of the securities laws to forfeit their illegal proceeds, disgorgement serves as a strong deterrent for securities fraud and an important method by which investors are compensated for unjust losses in the market—and today accounts for the recovery of billions of dollars annually. Despite its importance, commentators in recent years began to call into question the
availability of the disgorgement remedy for the SEC. The SEC purses disgorgement under the agency’s grant for seeking equitable relief for the benefit of investors; however, …
The Failure Of Liability In Modern Markets, Yesha Yadav
The Failure Of Liability In Modern Markets, Yesha Yadav
Vanderbilt Law School Faculty Publications
In April 2015, the Department of Justice charged Navinder Sarao for his role in causing the Flash Crash-the near-1,000-point drop-and- rebound in the Dow Jones Index that roiled markets in May 2010. Sarao, a small-time British trader operating out of his parents' suburban basement, stood accused of putting together a string of illusory, fake orders that fooled markets enough to spark the largest single-day drop in the index's history. Commentators rightly contest whether a bit-player like Sarao could have unleashed a near-catastrophe on U.S. securities markets single-handedly. Yet, the complaint-and its causal account- point to a troubling dilemma facing scholars …
Trimming The "Judicial Oak": Rule 10b5-2(B)(1), Confidentiality Agreements, And The Proper Scope Of Insider Trading Liability, Ryan M. Davis
Trimming The "Judicial Oak": Rule 10b5-2(B)(1), Confidentiality Agreements, And The Proper Scope Of Insider Trading Liability, Ryan M. Davis
Vanderbilt Law Review
In recent years the Securities and Exchange Commission, commonly known as the SEC, has been involved in a number of high- profile suits that have attracted a good deal of media attention. Among those prosecuted by the Commission are hedge fund billionaire and Galleon Group founder Raj Rajaratnam, investment/Ponzi- scheme guru Bernie Madoff, television host and magazine publisher Martha Stewart, and colorful Dallas Mavericks owner Mark Cuban. Although such notable suits may simply be the SEC's attempt to justify its own existence and role in the market it polices in light of the financial disasters of the past decade, these …
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.
Insider Liability For Short-Swing Profits Pursuant To Mergers And Related Transactions, James P. Hemmer
Insider Liability For Short-Swing Profits Pursuant To Mergers And Related Transactions, James P. Hemmer
Vanderbilt Law Review
This article considers the problems presented by the application of section 16(b) of the Securities Exchange Act of 1934 to corporate merger transactions. Mr. Hemmer argues that the"matching across" proposal, which has been suggested by some commentators, should not be applied to the merger situation. Instead, the author advocates that the "possibility of abuse" test, which the courts have applied to conversion transactions, should also. be applicable to the corporate merger. Mr. Hemmer feels this approach will prevent the abuses for which section 16(b) was enacted and, at the same time, provide the courts with a flexible test for this …