Author: Ross D. Fuerman
Publisher:
ISBN:
Category :
Languages : en
Pages : 33
Get Book Here
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: William S. Lerach
Publisher:
ISBN:
Category : Actions and defenses
Languages : en
Pages : 136
Get Book Here
Book Description
Author:
Publisher:
ISBN:
Category : Class actions (Civil procedure)
Languages : en
Pages : 168
Get Book Here
Book Description
Author: Ralph C. Ferrara
Publisher: Law Journal Press
ISBN: 9781588520685
Category : Business & Economics
Languages : en
Pages : 1180
Get Book Here
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: Thomas S. Kilbane
Publisher:
ISBN: 9781596223011
Category : Law
Languages : en
Pages : 72
Get Book Here
Book Description
On almost a daily basis, we hear that a new securities class action lawsuit has been filed, or a pending class action has settled or been dismissed. Securities lawsuits, and the companion derivative and ERISA actions that often follow them, involve millions of dollars in damages and can seriously disrupt a business. In this book, Thomas S. Kilbane, Esq.—a top-ranked and highly decorated litigator with extensive experience defending securities class actions—takes you inside securities class action lawsuits brought under the Securities Exchange Act of 1934. Bringing decades of successful experience to the table, he explores defense strategies that have worked for him and his team of skilled and accomplished litigators, offers valuable insights on working through these multifaceted cases, considers certain global and business implications of securities class actions, and highlights recent trends. Litigating Highly Technical, Multi-Party Commercial Disputes is designed to offer a detailed and thorough, yet readable and straightforward, analysis—one that will benefit lawyers, students, and businesspeople alike. You will walk away from this book much more informed and with a better appreciation of what it takes to defend a securities class action from the inside. About the Author: Thomas S. Kilbane, Esq. leads the Squire, Sanders & Dempsey LLP litigation practice area, comprising a team of more than 200 trial lawyers and legal assistants worldwide. He has extensive trial experience in litigating highly technical, multi-party commercial disputes with particular emphasis on securities, antitrust, contract, and construction cases. Mr. Kilbane has tried numerous cases in federal and state courts. Table of Contents: Introduction Chapter 1: Securities Litigation Strategies Chapter 2: Litigation Involvement and Adding Value Chapter 3: Business Approach and Global Implications Chapter 4: Working Through a Case Chapter 5: Trends in Securities Litigation
Author:
Publisher:
ISBN:
Category : Class actions (Civil procedure)
Languages : en
Pages : 412
Get Book Here
Book Description
Author: Richard A. Booth
Publisher:
ISBN:
Category :
Languages : en
Pages : 20
Get Book Here
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: Robert H. Klonoff
Publisher: West Academic Publishing
ISBN:
Category : Class actions (Civil procedure)
Languages : en
Pages : 452
Get Book Here
Book Description
Covers all of the major topics of class action law and practice, such as commencement of a class action, requirements for class certification, class action discovery, notice to class members, "opt-out" rights, Seventh Amendment and due process issues, class settlements, remedies, appellate review, issue and claim preclusion, and ethical and policy issues. Also contains a special focus on securities, mass tort, and employment discrimination class actions, defendant class actions and shareholder derivative suits. Explores the latest cutting-edge issues in multi-party litigation and discusses numerous ground-breaking court decisions.
Author: Alba Conte
Publisher:
ISBN:
Category : Civil procedure
Languages : en
Pages : 620
Get Book Here
Book Description
Author:
Publisher:
ISBN:
Category : Actions and defenses
Languages : en
Pages : 1010
Get Book Here
Book Description
