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Full-Text Articles in Law
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
Law Faculty Articles and Essays
This Article pursues the important theme of disclosure, but focuses on a feature that has remained almost entirely overlooked by corporate and securities law scholars: the role of financial journalists in corporate governance. This omission is perhaps due to the fact that journalists do not fit easily into a legal discussion because they are largely unregulated. They are, in a sense, not legal actors, and, therefore do not comfortably become the subject of a legal prescription. Nevertheless, journalists contribute in many ways to the legal system at large and the system of corporate governance in particular.This Article uses case studies …
Corporate Complicity Claims: Why There Is No Innocent Decison-Maker Exception To Imputing An Officer's Wrongdoing To A Bankrupt Corporation, Jonathan Witmer-Rich
Corporate Complicity Claims: Why There Is No Innocent Decison-Maker Exception To Imputing An Officer's Wrongdoing To A Bankrupt Corporation, Jonathan Witmer-Rich
Law Faculty Articles and Essays
This Article evaluates the innocent decision-maker exception in light of the doctrinal foundations of the in pari delicto defense and the Wagoner rule, general principles of agency law, and the lower court decisions that address these issues. It concludes that the innocent decision-maker exception is a doctrinal error, traceable to the logical misstep of a single lower court whose decision continues to be mistakenly followed. The innocent decision-maker exception is inconsistent with the basic principles of agency law that underlie imputation in the context of in pari delicto and the Wagoner rule. No court of appeals has explicitly addressed the …
State Securities Litigation May No Longer Be A Class Act: Federal Preemption Looms On The Horizon, Susan J. Becker
State Securities Litigation May No Longer Be A Class Act: Federal Preemption Looms On The Horizon, Susan J. Becker
Law Faculty Articles and Essays
State courhouse doors may soon be closed to class actions by shareholders of nationally traded stocks seeking redress for alleged misstatements and omissions in the issuer's financial forecasts.