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A Hollow Nickel, Hollywood And Texas Gulf Sulphur

If you’ve taken a course in securities law, you’ve undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968).  That case is famous for the Second Circuit Court of Appeals’ adoption of the “disclose or abstain” rule for corporate insiders.  The…

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Ninth Circuit Requires Particularity In All Elements Of Securities Fraud Pleading

Sometimes, I find it useful to take a step back and review the legal standard applicable to securities fraud claims under Section 10(b) and Rule 10b-5.  To stay in court, and securities litigation all about surviving motions to dismiss, a plaintiff must allege all of the following: A material misrepresentation or omission; Scienter; A connection…

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Supreme Court Set To Decide Arian Controversy In Janus

The U.S. Supreme Court has scheduled oral arguments in Janus Capital Group, Inc.v. First Derivative Traders for December 7, 2010.  The case concerns whether: (1) a service provider can be held primarily liable for participating in an issuer’s misstatements; and (2) whether a service provide can be held primarily liable for statements not directly and…

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