The Supreme Court, Implied Rights of Action, and Proxy Regulation

This Article first provides an overview of the Section 14(a) of the Securities Exchange Act of 1934 private right of action. Thereafter, the Article explores the implication of rights of action generally under federal law as well as the development of the implied right, its elements, and scope under Section 14(a). Third, the continued vitality of the so-called "true purpose" case is explored, followed by an analysis of Section 14(a)'s culpability standards. Last, the discussion focuses on issues of causation that Virginia Bankshares raises under Section 14(a) as well as under other provisions of the federal securities laws, such as the survival of the Goldberg/Healey line of cases and the sufficiency of lost state remedies to support claims under the federal securities laws