This paper is the introductory chapter to Insider Trading (Oxford University Press 3d ed. 2010). This treatise analyzes the application of various laws to stock market insider trading and tipping. Among the federal laws are Exchange Act section 10(b), SEC Rule 10b-5, mail/wire fraud, SEC Rule...

A corporation's board of directors will frequently appoint a special litigation committee when faced with a shareholders' derivative action against fellow directors. Committee dismissal of such actions is the subject of increasing scrutiny by the courts. The author addresses this particular...

In the wake of the corporate debacles that have occurred in the last decade, there has been an increasing legislative and judicial focus on the reform of corporate governance standards. Such reforms, including the Sarbanes-Oxley Act, sing the praises of independent directors in effectuating...