CGN: Securities Litigation (Sub-Topic)最新文献

{"title":"Delaware’s Public Benefit Corporations: Comparative Analysis and Fiduciary Duties","authors":"C. Emerson","doi":"10.2139/SSRN.2493082","DOIUrl":"https://doi.org/10.2139/SSRN.2493082","url":null,"abstract":"The Delaware Court of Chancery asserted in eBay Domestic Holdings v. Newmark that all activities of a for-profit Delaware corporation must seek to maximize the economic value for its stockholders. While the requirement to maximize stockholder value bolsters investors’ confidence in Delaware corporations, it also limits the abilities of corporations to pursue activities that are conducted for a public benefit. The continued expansion of socially-responsible investing demonstrates that investors are willing to balance maximized stockholder value with corporate environmental stewardship, improved labor conditions, and the pursuit of myriad causes. Delaware recently became the nineteenth state to enact legislation authorizing the creation of public benefit corporations. A public benefit corporation (PBC) is a for-profit corporation with a tri-partite interest-balancing scheme that allows the corporation to pursue activities for public benefit in addition to its profit-maximizing goals. PBC status increases investment by strengthening investors’ confidence through transparency and regulation, as well as by allowing the incorporation of organizations that were previously prohibited from pursuing public-benefit activities as a for-profit corporation. Though Delaware joins such corporate strongholds as New York, Pennsylvania, and California in codifying PBCs, the implementation in Delaware is transformational. The enactment of PBCs, their success, and the eventual development of decisional PBC law in Delaware, the incorporation capital of the world, will chart the path for public benefit corporations nationally. Part II of this note explains public benefit corporations, their purpose and objectives, and their impact. Part III examines the implementation of PBCs in Delaware, and in particular, how Delaware’s PBC fiduciary-duty provisions differ from those in the model act and in other states. Since PBCs in Delaware are still in their infancy and decisional law is still undeveloped, Part IV explores how the fiduciary-duty provisions are likely to be interpreted in light of existing Delaware corporate law and other relevant authorities.","PeriodicalId":289542,"journal":{"name":"CGN: Securities Litigation (Sub-Topic)","volume":"80 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124110834","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"'Materiality' Requirement in Credit Derivatives Fraud Litigations: The Hidden Role of the 'Short-Party'","authors":"Diana Milanesi","doi":"10.2139/SSRN.2621331","DOIUrl":"https://doi.org/10.2139/SSRN.2621331","url":null,"abstract":"Since early 2006 until late 2007 when the U.S. housing market began show signs of distress, certain hedge funds and investment banks started to develop complex short-selling strategies based on sophisticated credit derivatives instruments, which enabled them to express a bearish view of systematic spread widening in the U.S. housing market and place unlimited side bets on it. When the U.S. housing market bubble burst, investment banks and hedge funds realized enormous positive returns whilst other investors collectively failed and saw the value of their investments literally vanished away. During the last twelve months, complex synthetic short selling transactions have come under severe scrutiny by the U.S. Securities Exchange Commission (“SEC”). According to the SEC, in the context of such transactions, investment banks made material misrepresentations and omissions to investors, guarantors and portfolio agents by hiding the role and involvement in the asset pool selection process of the “short” party, with economic interest adverse those of long investors. The assessment of the liability of investment banks and certain of their top executive managers responsible for structuring and marketing the synthetic derivative products critically relies on the resolution of the issue of materiality: was the involvement of the short-party in the selection process and its adverse economic interest material? How would a reasonable investor have viewed this information if properly and timely revealed in the context of all facts and circumstances of the case? Would a reasonable investor have acted differently with the benefit of this information under the circumstances of the case? This essay will attempt to answer the aforesaid questions, as follows. Part I will analyze different types of credit derivative products and discuss latest innovations in credit derivatives market. Part II will examine the SEC antifraud enforcement theories and the concept of “materiality” in the context of antifraud provisions. Part III will, then, discuss the materiality of the hidden role of the short-party in the context of three credit derivatives fraud litigations recently brought by the SEC against, respectively, Goldman, Sachs & Co, J.P. Morgan Securities LLC, and Citigroup Global Markets Inc. Lastly, Part IV will address in details potential legal defenses and factual rebuttal on the issue of materiality.","PeriodicalId":289542,"journal":{"name":"CGN: Securities Litigation (Sub-Topic)","volume":"43 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-12-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121319320","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Make Believe of Janus - A Brief Case Comment Examining Janus Capital Group, Inc. v. First Derivative Traders","authors":"Edward G. Pekarek, Genavieve Shingle","doi":"10.2139/SSRN.1942748","DOIUrl":"https://doi.org/10.2139/SSRN.1942748","url":null,"abstract":"Rule 10b-5 prohibits 'making any untrue statement of a material fact' in connection with the purchase or sale of securities. The critical question considered by the Janus Court was how the term 'make' in Rule 10b-5 should be construed. The SEC contended that 'make' is synonymous with 'create,' which would allow it (and private plaintiffs) to assert a claim against one who provides false or misleading material information to another, who later includes it in a statement. However, the Court rejected this definition and found the phrase at issue in Rule 10b-5, 'to make . . . any statement,' to be the approximate equivalent of 'to state.'","PeriodicalId":289542,"journal":{"name":"CGN: Securities Litigation (Sub-Topic)","volume":"552 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-10-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131905920","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Securities Fraud: Insights from a New Empirical Framework","authors":"T. Wang","doi":"10.1093/JLEO/EWR009","DOIUrl":"https://doi.org/10.1093/JLEO/EWR009","url":null,"abstract":"Empirical analysis of corporate fraud faces a challenge because the commission of fraud is not directly observable. We observe only detected frauds. In this article, I introduce a new empirical model to address this partial observability of fraud. The new model generates new insights about not only the determinants of fraud commission and fraud detection but also the interaction between the two latent processes. I also show that the empirical models used in the existing literature can lead to incorrect assessment of corporate or public policies designed to combat fraud. (JEL G30, G34, K22) The Author 2011. Published by Oxford University Press on behalf of Yale University. All rights reserved. For Permissions, please email: journals.permissions@oup.com, Oxford University Press.","PeriodicalId":289542,"journal":{"name":"CGN: Securities Litigation (Sub-Topic)","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124135360","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Stock Price Response to News of Securities Fraud Litigation: Market Efficiency and the Slow Diffusion of Costly Information","authors":"P. Griffin, J. Grundfest, Michael Perino","doi":"10.2139/ssrn.251766","DOIUrl":"https://doi.org/10.2139/ssrn.251766","url":null,"abstract":"This study distinguishes between announcements that precipitate federal class action securities fraud litigation, such as earnings surprises and restatements, and the later announcement that an issuer has been named as a defendant in such a lawsuit. The study documents a statistically significant negative short-term price response to the litigation announcement as well as a negative response that persists for several weeks subsequent to the litigation announcement. The response over shorter and longer horizons is more pronounced for smaller firms and for firms with less analyst coverage. Also, passage of the Private Securities Litigation Reform Act of 1995 reduced the cost of obtaining information about the initiation of these lawsuits and is correlated with a more rapid price response, particularly among smaller issuers and those with less analyst coverage. Although these findings are hardly dispositive of the debate, they present a case study of a price pattern that is far more consistent with a costly-information explanation of stock market price formation than with any behavioral model of which we are aware. These findings also suggest that careful examination of market microstructure and information cost considerations can usefully explain patterns that might otherwise seem inconsistent with the efficient market hypothesis.","PeriodicalId":289542,"journal":{"name":"CGN: Securities Litigation (Sub-Topic)","volume":"11 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116939625","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}