Securities Law Commons^™

Legal And Ethical Duties Of Lawyers After Sarbanes-Oxley, Roger C. Cramton, George M. Cohen, Susan P. Koniak

Villanova Law Review (1956 - )

No abstract provided.

Should Issuers Be On The Hook For Laddering? An Empirical Analysis Of The Ipo Market Manipulation Litigation, Adam C. Pritchard, Stephen J. Choi

Articles

On December 6, 2000, the Wall Street Journal ran a front-page story exposing abuses in the market for initial public offerings (IPOs). The story revealed "tie-in" agreements between investment banks and initial investors seeking to participate in "hot" offerings. Under those agreements, initial investors would commit to buy additional shares of the offering company's stock in secondary market trading in return for allocations of shares in the IPO. As the Wall Street Journal related, those "[c]ommitments to buy in the after-market lock in demand for additional stock at levels above the IPO price. As such, they provide the rocket fuel …

The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Randall Thomas, Robert B. Thompson

Vanderbilt Law School Faculty Publications

Shareholder litigation is the most frequently maligned legal check on managerial misconduct within corporations. Derivative lawsuits and federal securities class actions are portrayed as slackers in debates over how best to control the managerial agency costs created by the separation of ownership and control in the modern corporation. In each instance, early hopes these suits would effectively monitor managerial misconduct have been replaced with concerns about the size of the litigation agency costs of such representative litigation, which can arise when a self-selected plaintiff's attorney and her client that are appointed to pursue the claims of an entire class of …

Making It Easier To Milk The Cow: The Southern District Of New York Collapses The Culpable Participation Doctrine And Sidesteps The Private Securities Litigation Reform Act, Matthew W. Goulding

Villanova Law Review (1956 - )

No abstract provided.

Sarbanes-Oxley 307: Trusted Counselors Or Informers, M. Peter Moser, Stanley Keller

Villanova Law Review (1956 - )

No abstract provided.

The Muddled Duty To Disclose Under Rule 10b-5, Donald C. Langevoort, G. Mitu Gulati

Faculty Scholarship

No abstract provided.

The Thin Line Between Love And Hate: Why Affinity-Based Securities And Investment Fraud Constitutes A Hate Crime, Lisa M. Fairfax

Faculty Scholarship

This article explores the parallels between the prototypical hate crime and affinity fraud—securities and investment fraud that targets identifiable religious, racial and ethnic groups—and asserts that those parallels justify treating affinity fraud as a hate crime.

Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale

Vanderbilt Law Review

State law gives corporate managers extremely broad power to direct increasingly large pools of collective business assets. Not surprisingly, economic incentives, norms, markets, and law all work to constrain the breadth of the power and the potential for abuse of what is other people's money.' State corporate law has occupied the center stage in the legal portion of this landscape, with federal securities law playing a supporting role-at least in the academic presentation of the debate. The New Deal's securities legislation eschewed a general federal corporations statute in favor of a more focused federal role emphasizing disclosure and antifraud protections …

Economic Suicide: The Collision Of Ethics And Risk In Securities Laws, Barbara Black, Jill Gross

Faculty Articles and Other Publications

The first part of this article looks at whether there are any legal principles derived from regulation or the case law to support an "economic suicide" claim. The second part of the article reviews arbitrators' awards to determine whether arbitrators do, in fact, decide favorably on economic suicide claims. The article also looks at some arbitrators' awards that appear to recognize an economic suicide claim to identify any factors that may lead arbitrators to award damages to the claimant. Finally, in the third part, we address whether policy considerations support an extension of recognized brokers' duties to include a duty …

Misleading Employer Communications And The Securities Fraud Implications Of The Employee As Investor, Jennifer O'Hare

Villanova Law Review (1956 - )

No abstract provided.

Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton

Villanova Law Review (1956 - )

No abstract provided.

Accounting Firm Or Guarantor - The Third Circuit's Answer To Rule 10b-5'S Scienter Requirement In Accountant Liability Cases, Julie A. Boncarosky

Villanova Law Review (1956 - )

No abstract provided.

Liability For "Causing" Violations Of The Federal Securities Laws: Defining The Sec's Next Counterattack In The Battle Of Central Bank, Gregory E. Van Hoey

Washington and Lee Law Review

No abstract provided.

Aligning Incentives With Equity: Employee Stock Options And Rule 10b-5, Matthew T. Bodie

All Faculty Scholarship

When the Internet boom was in full swing and the stock markets skyrocketed to new levels, companies new and old used stock options to attract and retain employees. Implicit in those options was the promise that employees could participate in the growth of a company's value. However, as the scandals involving WorldCom, Enron, and Global Crossing demonstrate, corporate managers were not always honest with employees or public investors about the company's true value. Public investors can seek civil remedies for securities fraud through a private action under the Securities and Exchange Commission's Rule 10b-5. The Rule's purchase or sale requirement, …

"Up The Ladder" And Over: Regulating Securities Lawyers-Past, Present & Future, Theodore Sonde, F. Ryan Keith

Washington and Lee Law Review

No abstract provided.

Who "Caused" The Enron Debacle?, David K. Millon

Washington and Lee Law Review

No abstract provided.

Too Busy To Mind The Business? Monitoring By Directors With Multiple Board Appointments, Stephen P. Ferris, Murali Jagannathan, Adam C. Pritchard

Articles

We examine the number of external appointments held by corporate directors. Directors who serve larger firms and sit on larger boards are more likely to attract directorships. Consistent with Fama and Jensen (1983), we find that firm performance has a positive effect on the number of appointments held by a director. We find no evidence that multiple directors shirk their responsibilities to serve on board committees. We do not find that multiple directors are associated with a greater likelihood of securities fraud litigation. We conclude that the evidence does not support calls for limits on directorships held by an individual.

Form Over Substance?: Officer Certification And The Promise Of Enhanced Personal Accountability Under The Sarbanes-Oxley Act, Lisa M. Fairfax

Faculty Scholarship

This article argues that the requirement under the Sarbanes-Oxley Act (the “Act”) that particular officers certify the accuracy of the financial information contained in their company’s periodic reports fails to alter significantly existing standards of liability for officers who signed or approved such reports prior to the Act’s passage. This failure creates cause for concern about the Act’s potential to meet its objectives. Indeed, the certification requirement represents one of the Act’s principal symbols of officer personal accountability. By demonstrating that the requirement may only be symbolic, my article questions whether the Act can impact the behavior of corporate officers, …

Enron And The Dark Side Of Worker Ownership, David K. Millon

Scholarly Articles

None available.

Semerenko V. Cendant Corp.: The Third Circuit Clarifies The Securities Exchange Commission's Rule 10b-5 In The Context Of Public Misrepresentations, Anna Mae Maloney

Villanova Law Review (1956 - )

No abstract provided.

And The Winner Is - Interpreting The Lead Plaintiff And The Lead Counsel Provisions Of The Private Securities Litigation Reform Act Of 1995, Ashe P. Puri

Villanova Law Review (1956 - )

No abstract provided.

Clearer Skies For Investors: Clearing Firm Liability Under The Uniform Securities Act

San Diego Law Review

Securities fraud poses a major threat to the financial security of millions of investors. Stock fraud and the brokerage firms perpetrating it thrive, bilking investors out of millions of dollars annually. The North American Securities Administrators Association (NASAA), an association comprised of state and regional securities regulators, estimates that investors lose $6 billion a year to investment fraud, including micro-cap stock fraud.1 In 2000, Bradley Skolnick, the Indiana Securities Commissioner and former head of the NASAA, stated that boiler rooms were “the single greatest source of investment scams.” Yet defrauded investors are unlikely to recover funds lost to fraud, because …

Are Judges Motivated To Create "Good" Securities Fraud Doctrine?, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

‘How Do Judges Maximize? (The Same Way Everybody Else Does – Boundedly): Rules of Thumb in Securities Fraud Opinions’, by Stephen M. Bainbridge and G. Mitu Gulati, confronts the reader with a theory about judicial behavior in the face of complex, "unexciting" cases such as those involving securities fraud. The story is simple: few judges find any opportunity for personal satisfaction or enhanced reputation here, so they simply try to minimize cognitive effort, off-loading much of the work that has to be done to their clerks. The evidence that Bainbridge and Gulati offer is the creation of some ten or …

Who Cares?, Adam C. Pritchard

Articles

Jim Cox and Randall Thomas have identified an interesting phenomenon in their contribution to this symposium: institutional investors seem to be systematically "leaving money on the table" in securities fraud class actions. For someone who approaches legal questions from an economic perspective, the initial response to this claim is disbelief. As the joke goes, economists do not bend over to pick up twenty-dollar bills on the street. The economist knows that the twenty dollars must be an illusion. In a world of rational actors, someone else already would have picked up that twenty-dollar bill, so the effort spent bending over …

"With Friends Like These ...": Toward A More Efficacious Response To Affinity-Based Securities And Investment Fraud, Lisa M. Fairfax

Faculty Scholarship

This article highlights the increase in affinity fraud—securities and investment fraud targeting members of a particular racial or ethnic group perpetrated either by a member of that group or someone claiming to advance the groups’ interests. Affinity fraud differs from other forms of securities fraud because perpetrators establish their credibility and the credibility of their investment schemes by appealing to the trust that group members share, often promising that some of the invested funds will be used to assist the group’s church or ethnic community. This reliance on group trust and sense of community persuades otherwise cautious people to participate …

Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller

Washington and Lee Law Review

No abstract provided.

Securities Fraud In Cyberspace: Reaching The Outer Limits Of The Federal Securities Laws, Constance Z. Wagner

All Faculty Scholarship

This article discusses the increasing use of the Internet for securities transactions, the growth of securitiesfraud perpetrated through that medium and the Securities and Exchange Commission (“SEC”) enforcement program initiated to combat it. The author critiques the position taken by the SEC that the existing anti-fraudprovisions of the federal securities laws can be stretched to cover Internet fraud. Using an enforcement action brought by the SEC against an online stock trading guru named Tokyo Joe as an example of the confused jurisprudence that results when pre-cyberspace law is applied to securities fraud in cyberspace, the author proposes a different regulatory …

The Wharf (Holdings) Ltd. V. United International Holdings, Inc.: The Supreme Court Breaks Old Ground, Mark J. Loewenstein

Publications

This article analyzes the Supreme Court's decision to decide only one federal securities law case, The Wharf (Holdings) Ltd. v. United International Holdings, Inc. On the face of it, the Court simply affirmed long-standing, uncontroversial tenets of Rule 10b-5. However, the article provides different explanations to the Court's decision.

Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black

Faculty Articles and Other Publications

In the fall of1997 Pace University School of Law established one of the first law school clinics to provide student assistance to small investors who have disputes with their broker-dealers. What follows is a brief account of the clinic's educational objectives, an analysis of the initial organizational issues, and a report on the clinic's operation during its first two years. I am writing this in the hope that it will provide guidance and assistance to other law schools that contemplate establishing a securities arbitration clinic.

This is a nuts-and-bolts article written from the perspective of an experienced law professor who …

In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard, Marilyn F. Johnson, Karen K. Nelson, Adam C. Pritchard

Articles

This Article presents an empirical study of changes in shareholder wealth resulting from the Ninth Circuit Court of Appeals decision in In re Silicon Graphics Inc. Securities Litigation, which interpreted the pleading provision established in the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Congress passed the Reform Act as part of an ongoing effort to protect corporations from abusive suits alleging "fraud by hindsight." In such suits, plaintiffs claimed that a sudden drop in a company's stock price was evidence that the issuer and its management covered up the bad news that led to the price drop. …