Securities Litigation and Enforcement in a Nutshell / Margaret V. Sachs, Donna M. Nagy, Gerald J. Russello.
2016
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Author
Title
Securities Litigation and Enforcement in a Nutshell / Margaret V. Sachs, Donna M. Nagy, Gerald J. Russello.
Added Author
Imprint
St. Paul, MN : West Academic Publishing, 2016.
Description
1 online resource.
Series
Nutshell series.
Formatted Contents Note
Cover Page; Title Page; Copyright Page; Acknowledgments; OUTLINE; Table of Cases; Chapter 1. An Overview of Securities Litigation and Enforcement; 1.1 Introduction; 1.2 The Securities Act; 1.2.1 The Registration Requirement; 1.2.2 Exemptions from Registration; 1.2.3 Liability Provisions; 1.3 The Securities Exchange Act of 1934; 1.4 The Private Securities Litigation Reform Act of 1995; 1.5 The Securities Litigation Uniform Standards Act of 1998; 1.6 The Sarbanes-Oxley Act of 2002; 1.7 The Dodd-Frank Act of 2010
1.8 The Jumpstart Our Business Startups Act of 2012 1.9 The Courts; 1.10 The Securities and Exchange Commission; 1.11 The Department of Justice; 1.12 Social and Economic Forces; 1.13 The Efficient Capital Markets Hypothesis; Chapter 2. Section 10(b) of the Exchange Act and Rule 10b-5; 2.1 Introduction; 2.2 The Requirement of Manipulation or Deception; 2.2.1 The Basic Parameters of Deception; 2.2.2 The Claim Recognized by Goldberg v. Meridor; 2.2.3 Deceptive Opinions; 2.2.4 Silence as Deception; 2.3 Materiality; 2.3.1 Puffery
2.3.2 The Relevance of Statistical Significance 2.3.3 Price Movements in Efficient Markets; 2.3.4 The Distinction Between Hard and Soft Information; 2.3.5 The Probability/Magnitude Test; 2.3.6 Forward-Looking Statements; 2.3.7 The Bespeaks Caution Doctrine; 2.3.8 The Statutory Safe Harbor for Forward-Looking Statements; 2.4 The "In Connection With" Requirement; 2.4.1 SEC v. Zandford; 2.4.2 Other Considerations Regarding the "In Connection With" Requirement; 2.5 Scienter; 2.5.1 Ernst & Ernst v. Hochfelder; 2.5.2 Recklessness as Scienter
2.5.3 The Necessity for Scienter in SEC and DOJ Actions 2.5.4 Circumstantial Evidence as Proof of Scienter; 2.5.5 The Problem of Corporate Scienter; 2.5.6 The Distinction Between Good and Bad Motives; 2.6 Pleading Scienter; 2.6.1 Tellabs, Inc. v. Makor Issues Rights, Ltd.; 2.6.2 The Group Pleading Doctrine; 2.6.3 Pleading Anonymous Sources; 2.6.4 Pleading Insider Trading as a "Motive and Opportunity" for Fraud; 2.7 The Purchaser-Seller Requirement; 2.7.1 Blue Chip Stamps v. Manor Drug Stores; 2.7.2 Standing to Sue for Contract Holders
2.7.3 Possible Exceptions to the Purchaser-Seller Requirement 2.7.4 Section 29(b) as a Possible Alternative; 2.8 Reliance; 2.8.1 The Presumption for Omissions; 2.8.2 The Fraud-on-the-Market Presumption; 2.8.3 The Fraud-Created-the-Market Presumption; 2.8.4 Justifiable Reliance; 2.9 Loss Causation; 2.10 Damages; 2.10.1 Proportionate Liability; 2.10.2 Indemnification and Insurance; 2.11 Primary Liability; 2.11.1 The Ultimate Authority Test; 2.11.2 Questions Prompted by Janus; 2.11.3 Scheme Liability; 2.12 Secondary Liability
1.8 The Jumpstart Our Business Startups Act of 2012 1.9 The Courts; 1.10 The Securities and Exchange Commission; 1.11 The Department of Justice; 1.12 Social and Economic Forces; 1.13 The Efficient Capital Markets Hypothesis; Chapter 2. Section 10(b) of the Exchange Act and Rule 10b-5; 2.1 Introduction; 2.2 The Requirement of Manipulation or Deception; 2.2.1 The Basic Parameters of Deception; 2.2.2 The Claim Recognized by Goldberg v. Meridor; 2.2.3 Deceptive Opinions; 2.2.4 Silence as Deception; 2.3 Materiality; 2.3.1 Puffery
2.3.2 The Relevance of Statistical Significance 2.3.3 Price Movements in Efficient Markets; 2.3.4 The Distinction Between Hard and Soft Information; 2.3.5 The Probability/Magnitude Test; 2.3.6 Forward-Looking Statements; 2.3.7 The Bespeaks Caution Doctrine; 2.3.8 The Statutory Safe Harbor for Forward-Looking Statements; 2.4 The "In Connection With" Requirement; 2.4.1 SEC v. Zandford; 2.4.2 Other Considerations Regarding the "In Connection With" Requirement; 2.5 Scienter; 2.5.1 Ernst & Ernst v. Hochfelder; 2.5.2 Recklessness as Scienter
2.5.3 The Necessity for Scienter in SEC and DOJ Actions 2.5.4 Circumstantial Evidence as Proof of Scienter; 2.5.5 The Problem of Corporate Scienter; 2.5.6 The Distinction Between Good and Bad Motives; 2.6 Pleading Scienter; 2.6.1 Tellabs, Inc. v. Makor Issues Rights, Ltd.; 2.6.2 The Group Pleading Doctrine; 2.6.3 Pleading Anonymous Sources; 2.6.4 Pleading Insider Trading as a "Motive and Opportunity" for Fraud; 2.7 The Purchaser-Seller Requirement; 2.7.1 Blue Chip Stamps v. Manor Drug Stores; 2.7.2 Standing to Sue for Contract Holders
2.7.3 Possible Exceptions to the Purchaser-Seller Requirement 2.7.4 Section 29(b) as a Possible Alternative; 2.8 Reliance; 2.8.1 The Presumption for Omissions; 2.8.2 The Fraud-on-the-Market Presumption; 2.8.3 The Fraud-Created-the-Market Presumption; 2.8.4 Justifiable Reliance; 2.9 Loss Causation; 2.10 Damages; 2.10.1 Proportionate Liability; 2.10.2 Indemnification and Insurance; 2.11 Primary Liability; 2.11.1 The Ultimate Authority Test; 2.11.2 Questions Prompted by Janus; 2.11.3 Scheme Liability; 2.12 Secondary Liability
Summary
The new Securities Litigation and Enforcement Nutshell focuses on an area of law that burgeoned more than a decade ago after the accounting and corporate governance scandals at Enron, WorldCom, and other large companies and then continued to expand with the 2008 financial crisis and subsequent legislation, including the Dodd-Frank Act of 2010 and the JOBS Act of 2012. The Nutshell examines private, SEC, and criminal enforcement of the federal securities laws, with an emphasis on the elements that establish securities fraud, and the doctrinal and practical issues that typically emerge in prosecuting or defending such claims.
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Print version record.
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www
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West Academic study aids.
Language
English
ISBN
1634606280 (electronic book)
9781634606288 (electronic book)
9780314287694 (electronic book)
0314287698 (electronic book)
9781634606288 (electronic book)
9780314287694 (electronic book)
0314287698 (electronic book)
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