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...

In a recent article, I argued that diversified investors - the vast majority of investors - would prefer that securities fraud class actions under the 1934 Act and Rule 10b-5 be dismissed in the absence of insider trading or similar offenses during the fraud period. See Richard A. Booth, The End...

This paper examines the relationship between the quality of disclosure in companies' 10-K filings and the risk of securities class action litigation. I use a dataset containing 10-K documents filed electronically with the SEC in the period 1996-2005. Using two content analysis software programs...

This is a brief and informal discussion of some issues related to corporate criminal liability arising in recent cases. It expands on my remarks in connection with the University of Maryland School of Law's Roundtable on the Criminalization of Corporate Law, drawing on my recent commentary on...

The Supreme Court's decision in Merrill Lynch, Pierce, Fenner amp; Smith, Inc. v. Dabit, involves the reconciliation of three significant policy goals - controlling abusive litigation, deterring securities fraud, and preserving our federal system by limiting the federal government's power. These...

The attorney-client privilege protects communications between a client and his attorney, so that other litigants cannot demand these e-mails, letters, and so on through the pre-trial process of discovery. This privilege is ordinarily waived, however, if the client leaks such a document to a...

Over the last decade, financial economists have grown increasingly circumspect about the practical meaning of market efficiency due to the so-called joint hypothesis problem. In law, however, the concept has taken on an increasingly prominent role, meaning that the need for an operational...

Criminal prosecution of financial reporting-related corporate misconduct is generally acknowledged to be sometimes warranted. The decision to seek an indictment of Arthur Andersen remains controversial, however. Eisenberg and Macey (2004) posit that because the resulting increased concentration...

Class action law enforcement is a resource-intensive undertaking, requiring investment of both intellectual capital and financial wherewithal. Building on insights developed in the economic theory of investment under uncertainty, the key theoretical proposition is that class action law...

This article advances a new framework for investigating a simple yet fundamental question: In what ways does the law on the books reflect cultural values? We analyze relations between indices of investors' legal rights - as coded by La Porta et al. (LLSV) - and national cultural profiles. These...