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.
Most securities fraud class actions under SEC Rule 10b-5 involve revelation of negative information about the defendant company that should have been disclosed earlier – bad news that (allegedly) has been covered up by company agents. The...Read more
The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to address that...Read more
This chapter explores class action nuisance suits by examining the plaintiffs that bring them. It focuses on merger litigation—claims brought by shareholders in the wake of corporate mergers and acquisitions transactions—and uses as evidence the...Read more
Much has been written on the subject of abusive shareholder litigation. The last decade has witnessed at first an increase and then a dramatic spike in such suits, primarily suits filed in connection with mergers and acquisitions. Delaware courts...Read more