In 'O'Hagan,' the Supreme Court gets second chance to adopt, and define the scope of, SEC's 'misappropriation theory' of insider trading
Article Abstract:
The Congress enacted the Insider Trading and Securities Fraud Enforcement Act of 1988 which adopted the SEC's misappropriation theory as a way of showing insider trading, and the facts of United States v. O'Hagan, to which the US Supreme Court has granted certiorari, give the court an opportunity to further flesh out the misappropriation theory. Looking at insider trading as a crime against the whole market because it forces dealers and market specialists to protect themselves by broadening their bid-asked spreads justifies the wider scope of liability under the misappropriation theory as opposed to traditional insider trading liability. Hopefully the Supreme Court will give this broad a definition.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1997
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After 'Matsushita,' litigants should focus on the due process limits on a state court's authority to settle claims over which it lacks jurisdiction
Article Abstract:
The US Supreme Court's Feb 1996 decision in Matsushita Electric Industrial Co v. Epstein together with changes in federal litigation laws encourage some perverse changes in how plaintiffs and defendants handle securities lawsuits. Matsushita holds that state courts can approve a global settlement affecting both state and federal claims, even those it cannot decide. That encourages plaintifs to file parallel, weaker suits in state courts, while defendants have an incentive to settle with the lowest bidder.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
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Court has a new idea on directors' duty
Article Abstract:
The Delaware Court of Chancery recently held that a firm's fiduciary duty may shift from shareholders toward creditors when a firm is on the brink of insolvency. Chancellor William Allen's Dec 30, 1991, decision in Credit Lyonnais Bank NV v Pathe Communications overturns the traditional notion that fiduciary duty is to shareholders even when a firm has declared bankruptcy. The decision requires corporate directors to place entity value over equity value when a firm is heading for insolvency.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1992
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- Abstracts: Is SEC theory of liability in jeopardy? Supreme Court's view of misappropriation unclear. New amendments to limit corporate criminal liability?
- Abstracts: Curbing sexual harassment in the firms. Courts now find same-sex harassment to be actionable, but they vary on the relevance of a defendant's sexual orientation
- Abstracts: Will ruling impact Borland's fall trial? Church, airlines balk at benefits law; San Francisco's domestic partners law causes big stir