During the past decade, Canada has seen a dramatic rise in securities class action lawsuits. The vast majority of these lawsuits have been filed in Ontario, the location of Canada's principal public securities market, the Toronto Stock Exchange (TSX). The most likely explanation for this...

As the articles in this Colloquium illustrate the role of the corporate lawyer—both as in-house and outside counsel—is instrumental in effectuating ethical lawyering, sound corporate governance practices, and law compliance. Although ethical precepts are plentiful with respect to the...

Attorneys face significant liability exposure under the state securities laws, and they can be held primarily liable when they are "sellers" of securities, or under some state statutes, like California, when they are experts. Depending on the applicable jurisdiction and counsel's status relative...

Over the past few years, numerous newspapers and magazines have featured stories discussing whistleblowers. From Sherron Watkins at Enron to Cynthia Cooper at Worldcom, employees who reported perceived corporate fraud have received widespread attention. With this increased public focus, Congress...

This article focuses on counsel's liability exposure when his or her client engages in fraudulent conduct. The article begins by addressing the pertinent ethical rules promulgated by the American Bar Association (ABA). Thereafter, the discussion provides an analysis of the pertinent case law...

This article addresses prospectus liability in the United States. The key statutes and SEC rules and regulations are addressed in conjunction with analysis of the causes of action and defenses that are applicable. While the U.S. prospectus framework is thorough, substantial gaps exist that...