Law Commons^™

The Plaintiffs' Lawyer's Transaction Tax: The New Cost Of Doing Business In Public Company Deals, Neva Browning Jeffries

Neva B Jeffries

This article addresses the proliferation of frivolous litigation in the context of public company deals. In 2012 93% of public company mergers and acquisitions valued at over $100 million and 96% of such transactions valued over $500 million incurred litigation. Through these “merger objection suits,” plaintiffs’ attorneys have successfully attached a transaction tax – in the form of attorneys’ fees – as the cost of doing business for public company mergers and acquisitions. Armed with the knowledge that time is of the essence in these transactions, plaintiffs’ attorneys understand the leverage they have to force a quick settlement with a …

The Implications Of Janus On The Liability Of Issuers In Jurisdictions Rejecting Collective Scienter, Neva B. Jeffries

Neva B Jeffries

This article addresses the increasing limitations placed on both the Securities and Exchange Commission (“SEC”) and private litigants to pursue claims of fraud against wrongdoers under the federal securities laws, specifically for claims of misrepresentation under Section 10(b) of the Securities Exchange Act of 1934 and the SEC’s Rule 10b-5. The most recent and glaring example of this curtailment occurred in 2011 with the United States Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders. For a defendant to be liable for a misrepresentation, Rule 10b-5(b) requires that the defendant be the “maker” of the false statement. …

Shareholder Access To Corporate Books And Records: The Abrogation Debate, N. Browning Jeffries

Neva B Jeffries

This article discusses the analytical and practical problems presented when shareholders who do not meet the state statutory requirements for access to corporate books and records instead request access to such documents under common law theories. In a majority of jurisdictions, courts will grant access pursuant to a common law right even when the statutory requirements are not met. In other words, a majority of jurisdictions reject the notion that state statutory schemes prescribing shareholder inspection rights, comprehensive though they may be, abrogate common law inspection rights.

In this article, I demonstrate that the rationales asserted by the majority of …