Brief of Professors at Law and Business Schools as \u3cem\u3eAmici Curiae\u3c/em\u3e in Support of Respondents: \u3cem\u3eOmnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al.\u3c/em\u3e

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Brief of Professors at Law and Business Schools as Amicus Curiae in Support of Respondents: \u3cem\u3eLeidos, Inc. v. Indiana Public Retirement System\u3c/em\u3e

This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission\u27s Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934. The Court’s affirmation of a duty to disclose would have little effect on existing practice. Under the current state of the law, investors can and do bring fraud claims for nondisclosure of required information by public companies. Thus, affirming the existence of a duty to disclose will not significantly alter existing practices or create a new avenue for litigants that will lead to “massive liability” or widespread enforcement of “technical reporting violations.” At the same time, the failure to find a duty to disclose in these circumstances will hinder enforcement of the system of mandatory reporting applicable to public companies and weaken compliance. Reversal of the lower court would reduce incentives to comply with the requirements mandated by the system of periodic reporting. Enforcement under Section 10(b) of and Rule 10b-5(b) under the Securities Exchange Act of 1934 by investors in the case of nondisclosure will effectively be eliminated. Reversal would likewise reduce the tools available to the Securities and Exchange Commission to ensure compliance with the system of periodic reporting. In an environment of diminished enforcement, reporting companies could perceive their disclosure obligations less as a mandate than as a series of options. Required disclosure would more often become a matter of strategy, with issuers weighing the obligation to disclose against the likelihood of detection and the reduced risk of enforcement. Under this approach, investors would not make investment decisions on the basis of “true and accurate corporate reporting. . . .” They would operate under the “predictable inference” that reports included the disclosure mandated by the rules and regulations of the Securities and Exchange Commission. Particularly where officers certified the accuracy and completeness of the information provided in the reports, investors would have an explicit basis for the assumption. They would therefore believe that omitted transactions, uncertainties, and trends otherwise required to be disclosed had not occurred or did not exist. Trust in the integrity of the public disclosure system would decline. The lower court correctly recognized that the mandatory disclosure requirements contained in Item 303 gave rise to a duty to disclose and that the omission of material trends and uncertainties could mislead investors. The decision below should be affirmed

Sex, Trust, and Corporate Boards

This essay collects and interprets social science research on sex and trust and uses this work to shed new light on the emerging case for gender diversity on corporate boards. Specifically, the essay describes research findings that indicate (1) that men and women trust and are trustworthy on different bases and (2) the existence of a bias against women in corporate leadership positions. Based on this research and current legal scholarship on corporate governance, the essay asserts that gender diversity on corporate boards may be desirable but difficult to attain. The essay also calls for more targeted research on the links among sex, trusting behavior, trustworthiness, and corporate board membership

Panel 2: Balance of Power: Shareholder Activism and Federal Intervention

The New Shareholder Activism Treasury Inc.: How the Bailout Reshapes Corporate Theory and Practice Federal Investment in Private Enterprise in the United States: Evil or Cure

Panel 2: Balance of Power: Shareholder Activism and Federal Intervention

The New Shareholder Activism Treasury Inc.: How the Bailout Reshapes Corporate Theory and Practice Federal Investment in Private Enterprise in the United States: Evil or Cure

Business Enterprises—Legal Structures, Governance, and Policy Cases, Materials, and Problems (3rd Edition)

Business Enterprises: Legal Structure, Governance and Policy, Cases, Materials, and Problems contains material sufficient to educate an emerging lawyer to function in general business law practice in a transactional or advocacy-oriented setting. It provides comprehensive coverage of state and federal law and policy governing the legal structures through which business is conducted in the United States, principally including unincorporated and incorporated business entities, and covers foundational issues relating to agency and entity formation, corporate finance, internal governance, and legal liability to third parties.https://scholar.smu.edu/facbooks/1017/thumbnail.jp