Securities Class Actions and Derivative Litigation Involving Public Companies PDF Download
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Author: William S. Lerach
Publisher:
ISBN:
Category : Actions and defenses
Languages : en
Pages : 136
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Book Description
Author: William S. Lerach
Publisher:
ISBN:
Category : Actions and defenses
Languages : en
Pages : 136
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Book Description
Author:
Publisher:
ISBN:
Category : Class actions (Civil procedure)
Languages : en
Pages : 168
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Book Description
Author:
Publisher: Section of Litigation
ISBN: 9780897079242
Category : Actions and defenses
Languages : en
Pages : 174
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Book Description
Author: Ralph C. Ferrara
Publisher: Law Journal Press
ISBN: 9781588520685
Category : Business & Economics
Languages : en
Pages : 1180
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Book Description
Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application of legal principles. Shareholder Derivative Litigation: Besieging the Board reviews each of the legal doctrines relevant to derivative actions, including the demand and standing requirements, potential board responses to demands, the use of special litigation committees, procedural issues in derivative litigation and the business judgment rule's application to derivative litigation. This comprehensive legal study features an up-to-date listing of state derivative action statutes and rules, plus analysis of other significant developments, such as the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on shareholder derivative litigation and recent case law concerning the demand requirement and attorneys' fees. It also delivers a wealth of useful working tools, including an easy to follow flow chart, relevant code sections and model forms.
Author: Sean Griffith
Publisher: Edward Elgar Publishing
ISBN: 1786435349
Category : Business & Economics
Languages : en
Pages : 552
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Book Description
Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
Author: Richard A. Booth
Publisher:
ISBN:
Category :
Languages : en
Pages : 20
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Book Description
This short essay considers the findings and recommendations of the Paulson Report relating to securities fraud class actions under the 1934 Act and Rule 10b-5. While the report exposes numerous problems with securities litigation in the United States, it understates the problems inherent in stock-drop actions. As a result, the report fails to propose an effective fix. As the report recognizes, diversified investors gain nothing from stock-drop actions: Because the corporation pays, holders effectively reimburse buyers and sellers keep their gains. In other words, the system suffers from circularity akin to a game of musical chairs in that stock-drop actions ultimately do no more than transfer wealth among investors. Indeed, diversified investors are net losers to the extent of attorney fees and other costs of litigation. But the report fails to note that issuers who are targets of such actions see their stock drop in price by more than it otherwise would because of the prospect of litigation and a feedback effect: When the issuer pays to settle the case, the payment further reduces the value of the company, which leads to a further decrease in stock price and a further increase in the potential for damages. In the end, a target company faces a higher cost of capital than it would in a world without securities fraud class actions. And in some cases it may face financial ruin. The report also fails to note that diversified investors may suffer genuine financial loss when insiders take advantage of nonpublic information for personal gain or when they damage the reputation of the company by failure to be candid with the market. In such cases, stockholders have a real gripe and should have a remedy. The simple solution is for the courts to deem stock-drop actions under the 1934 Act and Rule 10b-5 to be derivative actions rather than direct (class) actions. It is well settled that it is up to the court to decide whether an action is direct or derivative. The fact that the parties style the action as a direct (class) action rather than as a derivative action does not make it so. By recasting stock-drop actions as derivative actions, the courts could in one stroke eliminate the glaring market inefficiency of circular recovery, lower the cost of capital for issuers, emphasize individual responsibility, induce boards of directors and gatekeepers to become more vigilant, and reduce the need for criminal prosecution.
Author: Paul, Hastings, Janofsky & Walker
Publisher:
ISBN:
Category : Law
Languages : en
Pages : 320
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Book Description
Anyone with financial responsibility for a company needs to understand his or her liability, how to protect against wrongdoing, and how to proceed when implicated. Companies are required to file accurate information reports and obey regulations designed to protect the public. In recent years, failure to comply with securities regulations has destroyed several prominent companies and implicated their executives. Securities Law Claims provides a complete and current examination of legal matters in the securities market from the perspective of an issuing company. This clearly written, issue-spotting guide combines a foundation for understanding securities law concepts with enough detail to begin an action plan at any stage from securities issue to prosecution. It is a must-read for any executive, board member, or trustee. Covered in this volume: - Shareholder derivative actions - SEC enforcement - Increased responsibility of Boards of Directors under Caremark and Sarbanes-Oxley - State Securities and Blue Sky Laws - Managing company communications before and during litigation, including a discussion of privilege.
Author: Ross D. Fuerman
Publisher:
ISBN:
Category :
Languages : en
Pages : 33
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Book Description
This is the first comprehensive examination of the stock option backdating litigation. One reason why it is important to study the stock option backdating litigation is that it was a blend of financial reporting fraud and executive misappropriation of assets. Sometimes the executive misappropriation of assets did not result in materially misstated financial statements under the federal securities laws, even if they did under accounting or auditing standards. This scenario is unique and thus provides a unique research opportunity, since typical financial reporting litigation usually results in materially misstated financial statements under the federal securities laws. A second reason why it is important to study the stock option backdating litigation is that about 35% of it included securities class actions, while the remainder was comprised solely of derivative lawsuits. This provides another unique research opportunity, as most litigation is comprised almost entirely of only securities class actions or only derivative lawsuits. Thus, it is possible to compare and contrast securities class actions with derivative lawsuits. This is particularly useful because some question the value of securities class actions. This part of the research is in a sense an extension of the work of Choi and Pritchard (2014), who found evidence that securities class actions are more effective than SEC enforcement actions at forcing out fraudster executives.Using the empirical archival research method, the comparison of stock option backdating litigation to typical financial reporting litigation revealed that the stock option backdating litigation is negatively associated with auditor defendants, bankruptcy, and the amount of the settlement with the stockholders. It is positively associated with US companies, companies in the computer industry sectors, and restatements for stock option backdating.Also using the empirical archival research method, the examination within the stock option backdating litigation indicated that the derivative lawsuits are negatively associated with auditor defendants, fraud, revenue restatements, and the forced departure of stock option backdating fraudster executives. Thus, securities class actions have value beyond derivative lawsuits. They are a stronger ex post disciplining mechanism, providing stronger deterrence against future executive fraud.
Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 1107012279
Category : Business & Economics
Languages : en
Pages : 477
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Book Description
In-depth analysis of the derivative action in Asia - a critical part of Asian corporate law and governance.
Author: American Bar Association. House of Delegates
Publisher: American Bar Association
ISBN: 9781590318737
Category : Law
Languages : en
Pages : 216
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Book Description
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
