After the Ball Is Over: Investor Remedies in the Wake of the Dot-Com Crash and Recent Corporate Scandals

I. The Bursting Bubble . . . . . 732 II. A String of Corporate Scandals . . . . . 734 III. Regulating the Conflicted Securities Industry . . . . . 737 IV. The Supreme Court Turns Away from Investor Protection . . . . . 739 V. Some Promise of Investor Relief in the Enron Litigation . . . . . 741 VI. Mixed Results in Market Fraud Litigation . . . . . 745 VII. Customer Claims against Brokers . . . . . 748 VIII. Arbitration as a More Promising Forum . . . . . 751 IX. Claims That May Not Prevail in Arbitration . . . . . 760 X. Conclusion . . . . . 76

Taming Rule 10b-5-1: The Unfinished Business of \u3cem\u3eTexas Gulf Sulphur\u3c/em\u3e

Insider trading has shaped both the evolution of the Securities Exchange Commission (SEC) and the current state of securities law. The injustice of insider trading, especially as felt by everyday shareholders and investors, mandated action by government regulators. Consequently, the SEC enacted Rule 10b-5—a prohibition and prosecution on any corporate officials’ use of material, non-public information for private profit. In SEC v. Texas Gulf Sulphur Co., Rule 10b-5 grew into the sanction on insider trading that it is known as today. As case law whet Rule 10b-5’s reach on in- sider trading, corporate executives became increasingly concerned that necessary business transactions would be considered fraud. Thus, the SEC promulgated Rule 10b-5-1. Through this safe harbor, corporate officials could again purchase or sell shares in the companies they ran. Although the safe harbor is subject to certain limitations, abuse of Rule 10b-5-1 has become increasingly apparent. This article seeks to critically analyze the shortcomings of Rule 10b-5-1 and investigate potential courses of action that could remediate its insufficiencies

Guardians of the Galaxy: How Shareholder Lawyers Won Big for Their Clients and Vindicated the Integrity of Our Economy

Securities class actions are the most economically significant form of litigation. Highly skilled lawyers expend huge sums and relentless efforts in these matters but because of the costs involved and the potential for enormous liability very few of them ever make it to trial. This Article is the story of one that did, a mammoth fraud where a jury returned a $1.5 billion verdict that, with interest, increased to almost$2.5 billion by the time the case reached the appellate court. There the Court upheld the shareholders’ theory that their damages could be measured by the excessive amounts they had to pay for their shares whose value was artificially inflated by the defendants’ false financial statements. In doing that the appellate panel significantly strengthened the potential claims of shareholders in these actions by accepting a new approach to reckoning their losses called the “leakage model.” It allows damages to be determined by fixing the decline in the price the stockholders paid for their shares from the time news of the fraud first becomes available, rather than when the defendants ultimately acknowledge their wrongdoing. Thanks to the unyielding work of their lawyers, the case was a grand success for the shareholders, returning them a significant percentage of the money they lost. Yet it took 14 years to litigate and initially cost the plaintiffs’ attorneys, who bore all their clients’ expenses, over $30 million. If we are truly committed to achieving justice in these shareholder frauds the law must find a more expeditious way to deter such wrongful conduct and compensate investors like these who are cheated