Securities Law Commons^™

Markets As Monitors: A Proposal To Replace Class Actions With Exchanges As Securities Fraud Enforcers, Adam C. Pritchard

Articles

Fraud in the securities markets has been a focus of legislative reform in recent years. Corporations-especially those in the high-technology industry-have complained that they are being unfairly targeted by plaintiffs' lawyers in class action securities fraud lawsuits. The corporations' complaints led to the Private Securities Litigation Reform Act of 1995 ("Reform Act"). The Reform Act attempted to reduce meritless litigation against corporate issuers by erecting a series of procedural barriers to the filing of securities class actions. Plaintiffs' attorneys warned that the Reform Act and the resulting decrease in securities class actions would leave corporate fraud unchecked and deprive defrauded …

Securities Fraud Or Mere Puffery: Refinement Of The Corporate Puffery Defense, R. Gregory Roussel

Vanderbilt Law Review

A corporation's use of forward-looking corporate statements' is a common, arguably essential, element of the landscape of modern financial markets. Unfortunately, the failure to meet the expectations created by forward-looking statements often serves as the basis for a potentially devastating private action for securities fraud. Before Congress responded to frivolous private securities fraud class actions with the Private Securities Litigation Reform Act of 1995, ("Reform Act") the judiciary took it upon itself to provide relief to burdened corporations. In doing so, the courts focused on the materiality of the corporation's statements, an essential building block in the plaintiffs construction of …

Look Who's Talking: Defining The Scope Of The Misappropriation Theory After United States V. O'Hagan, Janet E. Kerr, Tor S. Sweeney

Oklahoma Law Review

No abstract provided.

United States V. O'Hagan: Agency Law And Justice Powell's Legacy For The Law Of Insider Trading, Adam C. Pritchard

Articles

The law of insider trading is judicially created; no statutory provision explicitly prohibits trading on the basis of material, non-public information. The Supreme Court's insider trading jurisprudence was forged, in large part, by Justice Lewis F. Powell, Jr. His opinions for the Court in United States v. Chiarella and SEC v. Dirks were, until recently, the Supreme Court's only pronouncements on the law of insider trading. Those decisions established the elements of the classical theory of insider trading under § 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Under this theory, corporate insiders and their tippees who …

The Securities Litigation Uniform Standards Act Of 1998: The Sun Sets On California's Blue Sky Laws, David M. Lavine, Adam C. Pritchard

Articles

It is often said that California sets the pace for changes in America's tastes. Trends established in California often find their way into the heartland, having a profound effect on our nation's cultural scene. Nouvelle cuisine, the dialect of the Valley Girl and rollerblading all have their genesis on the West Coast. The most recent trend to emerge from California, instead of catching on in the rest of the country, has been stopped dead in its tracks by a legislative rebuke from Washington, D.C. California's latest, albeit short-lived, contribution to the nation was a migration of securities fraud class actions …

Fraud And Federalism: Preempting Private State Securities Fraud Causes Of Action, Michael A. Perino

Faculty Publications

The passage of the Private Securities Litigation Reform Act of 1995 has engendered a significant forum shift in class action securities fraud litigation, from federal to state court. This unintended by-product of the Act has reignited debate over our dual federal-state system of securities regulation and in turn has inspired a discussion as to whether Congress should now preempt state securities fraud causes of action. This article argues that preemption is an appropriate, but not the only, solution to these concerns. To support this argument, this article first traces the history of dual state-federal securities regulation within the context of …

A Cloudy Prospectus: The Supreme Court's Problematic Reasoning In Gustafson V. Alloyd Co., Krista R. Bowen

Washington and Lee Law Review

No abstract provided.

The Pentium Papers: A Case Study Of Collective Institutional Investor Activism In Litigation, Joseph A. Grundfest, Michael A. Perino

Faculty Publications

This article suggests that institutional investors have rational incentives to become more active in the litigation arena, but that the current debate is falsely constrained because it rests on the assumption that institutional investors must participate either by (1) assuming the formal role of lead plaintiff, class representative, or intervenor or, (2) not participating at all. This is a false dichotomy because, as this article demonstrates, institutions have available to them a rich array of flexible, informal, and relatively inexpensive mechanisms by which they can make their views known to litigants and courts alike.

Our hypothesis that institutional investor activism …

Is The Shingle Theory Dead?, Roberta S. Karmel

Washington and Lee Law Review

No abstract provided.

Central Bank V. First Interstate Bank: Not Just The End Of Aiding And Abetting Under Section 10(B), Carrie E. Goodwin

Washington and Lee Law Review

No abstract provided.

Triggering One-Year Limitations On Section 10(B) And Rule 10b-5 Actions: Actual Or Inquiry Discovery, Charles Benjamin Nutley

San Diego Law Review

Securities fraud lawsuits under Rule 10b-5 are governed by the one and three year limitative period in section 9(e) of the Securities Exchange Act. The one-year period is triggered by the plaintiff's discovery of the facts constituting the violation. Courts differ, however, on the correct discovery standard for section 9(e). This Comment addresses whether courts should apply an inquiry notice standard or an actual notice standard to trigger the one-year limitative period.

Client Fraud And The Securities Lawyer's Duty Of Confidentiality, Richard M. Phillips

Washington and Lee Law Review

No abstract provided.

Enterprise Liability And Insider Trading, Alfred F. Conard

Washington and Lee Law Review

No abstract provided.

Reinventing A Security: Arguments For A Public Interest Definition, Eric A. Chiappinelli

Washington and Lee Law Review

No abstract provided.

An Historical Perspective To The Corporate Bar Provisions Of The Securities Enforcement Remedies And Penny Stock Reform Act Of 1990, Justin Toby Mcdonald

Washington and Lee Law Review

No abstract provided.

The Constitutionality Of Section 27a Of The Securities Exchange Act: Is Congress Rubbing Lampf The Wrong Way, Craig W. Palm

Villanova Law Review (1956 - )

No abstract provided.

Looking For The Perfect Enforcement Remedy: Old Wine In New Bottles Or: Have I Seen This Movie Before?, James Treadway

Washington and Lee Law Review

No abstract provided.

Transnational Securities Fraud Jurisdiction Under Section 10(B): The Case For A Flexible And Expansive Approach

Washington and Lee Law Review

No abstract provided.

The Insider Trading And Securities Fraud Enforcement Act: Has Congress Supplied A Limitations Period Appropriate For Use In Private 10b-5 Actions?, David J. Guin, David R. Donaldson

Washington and Lee Law Review

No abstract provided.

Current Rico Policies Of The Department Of Justice, Edward S.G. Dennis, Jr.

Vanderbilt Law Review

In H.J. Inc. v. Northwestern Bell Telephone Co. the United States Supreme Court issued its latest opinion interpreting the reach of the Racketeer Influenced and Corrupt Organizations Act (RICO).' The H.J. Inc. decision comes at a time when the RICO statute is at the center of controversy. Those opposed to private treble damages suits particularly attack the statute. The defense bar attacks the use of the statute in white-collar prosecutions, especially in those cases involving securities fraud. If the defense bar has its way in Congress, RICO could not be invoked in cases involving fraud alone. The criminal defense bar …

The Pattern Of Racketeering Element Of Rico Liability, Committee On Federal Courts Of The New York State Bar Association

Touro Law Review

No abstract provided.

An Up-To-Date Review Of Judicial, Legislative, And Regulatory Developments In Arbitration With Financial Institutions, Mahlon M. Frankhauser, Linda M. Gardner

Washington and Lee Law Review

No abstract provided.

The Reduction In Seller Liability Under The Securities Act Of 1933: Good News For Securities Professionals

Washington and Lee Law Review

No abstract provided.

International Cooperation In Securities Enforcement

Washington and Lee Law Review

No abstract provided.

Statutes Of Limitation For Section 10(B) And Rule Lob-5: A New Proposal For Uniformity

Washington and Lee Law Review

No abstract provided.

New Protections In Arbitrating Public Securities Disputes In The Wake Of Mcmahon: Foregone Conclusion Or Will-O'-The-Wisp, C.M.A. Mccauliff, Robert C. Tyms

Villanova Law Review (1956 - )

No abstract provided.

Strange Case Of Fraud On The Market: A Label In Search Of A Theory, Barbara Black

Faculty Articles and Other Publications

Part I of this Article will briefly discuss fraud on the market as a label attached to different factual situations, analyzing Blackie v. Barrack and Shores v. Sklar as two paradigms of the label's application. Part II will discuss the Supreme Court's recent decision in Basic. It concludes that the Court did not analyze definitively fraud on the market, thus leaving open the possibility that a pure causation approach is an appropriate explanation of fraud on the market. The treatment and application of fraud on the market in the lower courts is next analyzed in three groups: those applying Blackie, …

Section 20(A) Or Respondeat Superior?: An Update

Washington and Lee Law Review

No abstract provided.

Logical Inconsistencies In The Sec's Enforcement Of Insider Trading: Guidelines For A Definition

Washington and Lee Law Review

No abstract provided.

Conversion Of Customers' Property By Securities Professionals: The Applicabilty Of Rule 10b-5 In The "Contraction Era"

Washington and Lee Law Review

No abstract provided.