Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 35, No. 1, Fall

Coming to Terms with Loss Causation after Dura: A Response to Professors Partnoy, Ferrell, and Saha
I. INTRODUCTIONAt the 15th Institute for Law and Economic Policy (ILEP) conference in Scottsdale, Arizona, Compensation of Plaintiffs in Mass Securities Litigation, I had the privilege of sitting on a panel that presented papers by Frank Partnoy (Dura...
Compared to What? Econometric Evidence and the Counterfactual Difficulty
Two contributions to this symposium on the use of expert econometric evidence in securities fraud litigation-one by Esther Bruegger and Fred Dunbar, and the other by Frank Torchio-touch on a question that is much bigger than their specific subjects:...
Direct Harm, Special Injury, or Duty Owed: Which Test Allows for the Most Shareholder Success in Direct Shareholder Litigation?
I. INTRODUCTIONIn corporate law, there are two avenues through which a shareholder may attempt to sue a corporation in which the shareholder has stock: a direct or a derivative cause of action.1 A direct action is a claim asserted by a shareholder to...
Distribution of Funds in Class Actions-Claims Administration
I. INTRODUCTIONMost class action securities cases result in a settlement where the parties agree on a defined amount of money to be placed in a fund for distribution to eligible beneficiaries. Although the size of the fund and the losses suffered by...
Estimating Financial Fraud Damages with Response Coefficients
(ProQuest: ... denotes formulae omitted.)I. INTRODUCTIONIn this Article, we show how statistical analysis of the response of both share prices and investor expectations to new information can be used to improve the estimation of damages in shareholder...
Judging Admissibility
I. INTRODUCTIONThe aim of this Article is to provide those thinking about the admissibility of economics expert testimony on damages in mass securities litigation under Daubert with a broader perspective on the law of expert evidence admissibility. This...
Personal Jurisdiction over Foreign Directors in Cross-Border Securities Litigation
I. INTRODUCTIONSecurities fraud has increasingly become a global economic problem. It is endemic in many domestic markets, such that its aggregate impact, calculated globally, is significant.1 Furthermore, as a result of the growth in foreign exchange...
Proper Event Study Analysis in Securities Litigation
I. INTRODUCTIONFor over two decades, event studies have been prominently used as a valuation technique in various litigation matters including securities litigation. An event study is an empirical technique that measures the effect of new information...
Ratings Recall: Will New Reform Proposals Make Lasting Impact?
I. INTRODUCTIONWithin the corporate world, credit rating agencies (CRAs) wield great power. One commentator opined that "[t]here are two superpowers in the world. . . . There's the United States and there's Moody's Bond Rating Service. The United States...
Regulating Broker-Dealers and Investment Advisers: Demarcation or Harmonization?
I. INTRODUCTIONThis topic is actually not as far afield from your conference topic as it might appear at first blush. Successful litigation always depends on a party having violated some statute, rule, duty, or standard of conduct. I hope, therefore,...
Reputational Damages in Securities Litigation
In the typical secondary market securities fraud class action, purchasers allege that the corporation and its managers intentionally disseminated misstatements into the marketplace that artificially inflated the corporation's stock price.1 The plaintiffs...
Securities Litigation and the Housing Market Downturn
I. INTRODUCTIONIt is undoubtedly the case that, in many of the securities class action lawsuits that investors have filed against financial institutions due to their losses in the wake of the recent financial crisis, plaintiffs will be able to point...
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