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Articles 1 - 9 of 9
Full-Text Articles in Law
Answering Halliburton Ii's Unanswered Question: Burdens Of Production And Persuasion On Price Impact At Class Certification, Wendy Gerwick Couture
Answering Halliburton Ii's Unanswered Question: Burdens Of Production And Persuasion On Price Impact At Class Certification, Wendy Gerwick Couture
Articles
No abstract provided.
Dirks And The Genesis Of Personal Benefit, Adam C. Pritchard
Dirks And The Genesis Of Personal Benefit, Adam C. Pritchard
Articles
In United States v. Newman, the Second Circuit overturned the insider trading convictions of two hedge fund managers who received material nonpublic information from public companies via an extended tipping chain. The Newman court interpreted the Supreme Court's decision in Dirks v. SEC as requiring that the government prove: (1) that the tippee knew that the tipper was disclosing the information in exchange for a personal benefit; and (2) that if the personal benefit does not involve a quid pro quo to the tipper, that the disclosure arise from a "meaningfully close personal relationship" with the recipient of the …
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.
Class-Action Tolling, Federal Common Law, And Securities Statutes Of Repose: A Recommendation, Wendy Gerwick Couture
Class-Action Tolling, Federal Common Law, And Securities Statutes Of Repose: A Recommendation, Wendy Gerwick Couture
Articles
This Essay focuses on a narrow, but potentially outcome determinative, question: Does the filing of a securities class action toll the three-year outer time limit applicable to claims under sections 11 and 12(a)(2) of the Securities Act and the five-year outer time limit applicable to claims under section 10(b) of the Securities Exchange Act, such that potential class members-after a decision on class certification-can assert an individual federal action, even if those outer time limits would have elapsed absent tolling? There is currently a circuit split on this issue, with the Tenth Circuit answering "yes" and the Second Circuit answering …
Materiality And A Theory Of Legal Circularity, Wendy Gerwick Couture
Materiality And A Theory Of Legal Circularity, Wendy Gerwick Couture
Articles
This Article argues that the materiality doctrine, which lies at the heart of securities fraud, has the potential to operate as a self-fulfilling prophecy. This Article labels this phenomenon "legal circularity." In order to place the potential legal circularity of materiality in context among the various other legal doctrines that share this potential, this Article proposes a two part Theory of Legal Circularity. First, this Article proposes the following Legal Circularity Test to identify potentially circular doctrines: A legal doctrine is potentially circular if: (1) the legal doctrine incorporates the behavior or attitude of a population or person, either hypothetical …
False Statements Of Belief As Securities Fraud, Wendy Gerwick Couture
False Statements Of Belief As Securities Fraud, Wendy Gerwick Couture
Articles
No abstract provided.
An Essay For Professor Alan Bromberg: Removing The Taint From Past Illegal Offers And Sales - 40 Years Later, Douglas M. Branson
An Essay For Professor Alan Bromberg: Removing The Taint From Past Illegal Offers And Sales - 40 Years Later, Douglas M. Branson
Articles
In 1975, for its inaugural, the Journal of Corporation Law at the University of Iowa solicited a lead article for issue 1, page 1. The editors solicited that piece from Professor Alan Bromberg, one of the great academics of securities law, then or at any other time. Professor Bromberg, of Southern Methodist University, died last year. This article began as a piece with three goals: (1) pay homage to Professor Bromberg, whom I knew personally, and his achievements; (2) update his 1975 article; and (3) add flesh to the treatment by examining closely practical, modern day situations in which rescission …
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 …
Rethinking Insider Trading Regulation, Caroline Bradley
Rethinking Insider Trading Regulation, Caroline Bradley
Articles
No abstract provided.