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Price Discrimination With Contract Terms: The Lost Volume Problem, Barry E. Adler, Alan Schwartz
Price Discrimination With Contract Terms: The Lost Volume Problem, Barry E. Adler, Alan Schwartz
ExpressO
In a common commercial pattern, the seller of a standard product contracts with one buyer and then sells to another at the contract price after the initial buyer breaches. Sellers argue, and courts largely agree, that the seller could have served the contract buyer as well as the later buyer; hence, the seller is entitled to retain a down payment to the extent of, or sue to recover, the profit – price less cost – that it would have realized on the initial sale had that sale been completed. Some courts and many scholars disagree, arguing that resale of the …
The End Of The Securities Fraud Class Action As We Know It, Richard A. Booth
The End Of The Securities Fraud Class Action As We Know It, Richard A. Booth
ExpressO
In this article, I argue that securities fraud class actions (SFCAs) should not be treated as class actions but rather should be treated as derivative actions. In addition, I argue that such actions should be dismissed unless it appears that insiders (including the company itself) have enjoyed gains from trading during the fraud period. Both of these conclusions are based on the fundamental argument that (1) securities law seeks to protect the interests of reasonable investors, (2) reasonable investors diversify, and (3) diversified investors are effectively protected against the supposed financial harms of securities fraud by virtue of being diversified, …