This Chapter evaluates the state of affairs with regard to liability for transnational securities fraud in the post-Morrison era, to find that it is in a state of flux. Indeed, the U.S. Supreme Court?s decision in Morrison has relatively little to do with this situation beyond helping to expose the severe limitations from which civil liability for securities fraud already suffers. The U.S.
liability regime as it is currently designed may be ineffectual in deterring securities fraud and in supporting good corporate governance through legal bonding. In contrast, public enforcement emerges as a potent institution in this regard in various countries around the world, although its effectiveness hinges on informal institutional prerequisites.
Manipulative communications touting stocks are common in capital markets around the world. Although the price distortions created by so-called “pump-and-dump” schemes are well known, little is known about the investors in these frauds. By...Read more
This Essay entertains the idea that Delaware’s corporate law is set on a trajectory that would eventually lead to reforming its doctrine of entire fairness as we now know it by retiring the doctrine’s substantive fairness review prong and...Read more
A number of recent corporate law scandals (including the Wells Fargo fraudulent accounts scandal, the Volkswagen emissions scandal, sexual harassment claims at Fox News and CBS, and various banking scandals currently under investigation in a high...Read more
With financial institutions increasingly outsourcing their activities, they face a record number of fraud and misconduct cases arising from third-party services. We survey financial institutions to better understand which governance mechanisms...Read more