CORPORATE FRAUD AND CORPORATE DISCLOSURE: LITIGATION AND REGULATION (2) (BUS350)

Professor Faith Stevelman Kahn

Scrutinizes the objective of accuracy in corporate disclosure and civil litigation’s role in furthering this objective, by comparing the various causes of action and procedural mechanisms affecting private plaintiffs’ pursuit of corporate fraud claims under the Securities Act of 1933, the Securities Exchange Act of 1934, state common law (and thus tort doctrines) and corporate fiduciary law (in each of individual, class and derivative actions). This perspective establishes a basis for a lawyer-centered or "functional" discussion of litigating fraud against U.S. businesses and a discussion of various policy issues, including federalism concerns and the function of traditional and alternative sanctions. Addresses the SEC’s role in bringing administrative actions for fraud, institutional investors’ role as "lead plaintiffs" under recent Congressional "reformist" legislation, the plaintiffs’ bar’s role in bringing corporate fraud claims, and the role of various accounting authorities in promulgating standards for financial disclosure. Grades are based on a take-home examination.

Enrollment limited. Prerequisites: Securities Regulation (BUS225).