This article analyzes the novel securities fraud theory of “price fraud.” Under this theory, an issuer and an underwriter are potentially subject to securities fraud liability for knowingly setting the offering price of securities at a level that is not rationally related to the securities'...

This Article demonstrates that, pursuant to recent bank bailout programs, the United States Department of the Treasury has the motive and opportunity to trade in bank securities while in possession of material, nonpublic information. The Article analyzes whether the current legal and regulatory...

In this essay, the author analyzes how to apply the Private Securities Litigation Reform Act's safe harbor for forward-looking statements to “mixed statements” – in which statements about the past or present are intertwined with statements about the future. The author identifies three...

First, this essay argues that the materiality standard is lower under the relatively new criminal securities fraud provision, § 807 of the Sarbanes-Oxley Act, 18 U.S.C. § 1348, than under the traditional securities fraud provision, § 10(b) of the Securities and Exchange Act of 1934. In...

This Essay analyzes the potential role for state racketeering statutes in the future of opt-out securities litigation. In the 1980s and early 1990s, securities fraud plaintiffs often asserted claims under the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”), largely...

This article proposes principles for the exercise of prosecutorial discretion when prosecuting securities crime under state law. Securities transactions in the United States are subject to a dual-regulatory, multi-enforcer regime. Securities are dually regulated by the federal government and the...

After 37 years, the Securities and Exchange Commission has repealed the Rule 505 exemption from registration, effective May 22, 2017. This essay reviews the evolution of Rule 505 over its lifetime; examines Rule 505's role within Regulation D and analyzes why that role eventually became obsolete;...

Traditionally, securities fraud has been civilly enforced and criminally prosecuted under Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. Recently, however, the Securities and Exchange Commission has increasingly asserted claims under Section 17(a)(2) of the...

In Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II”), the Supreme Court held that defendants could rebut the fraud-on-the-market presumption of reliance at class certification by showing the absence of “price impact.” In the wake of Halliburton II,...

This essay analyzes the potential for a false statement of belief to be actionable as a false statement of fact under § 10(b) and Rule 10b-5. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the Court charted a new course for opinions...