This Essay explores the seminal role played by SEC v. Texas Gulf Sulphur in establishing Rule 10b-5's use to create a remedy against corporations for misstatements made by their officers. The question of the corporation's liability for private damages loomed large for the Second Circuit judges...

Auditors play an important role as gatekeepers to public capital markets. By attesting to the accuracy of a company's financial statements, the auditor lends its credibility to that company and its financial health. Both market and legal mechanisms play a role in ensuring that auditors perform...

We examine the number of external appointments held by corporate directors. Directors who serve larger firms and sit on larger boards are more likely to attract additional directorships. Consistent with Fama and Jensen (1983), we find that firm performance has a positive effect on the number of...

Exchanges have a powerful incentive to regulate insider trading and market manipulation because of the effect that those practices have on liquidity. Markets known for insider trading and manipulation risk a downward spiral as investors depart seeking out alternative, safer investments....

This Essay examines the stock market's reaction to the Ninth Circuit's decision in re Silicon Graphics Securities Litigation. That decision adopted the most stringent interpretation of the Private Securities Litigation Reform Act's quot;strong inferencequot; standard for pleading scienter in...

This study investigates firms' voluntary disclosure of cautionary language under the safe harbor of the Private Securities Litigation Reform Act of 1995. We examine three disclosure attributes indicative of meaningful cautionary language under the statute. Consistent with predictions, we find...

The Delaware Supreme Court has recently cleared a path for controlling shareholders to freeze out minority shareholders through a combination of a tender offer and a short-form merger. This article defends that doctrinal development against recent attacks from a number of commentators. I...

We examine the number of external appointments held by corporate directors. Directors who serve larger firms and sit on larger boards are more likely to attract additional directorships. Consistent with Fama and Jensen (1983), we find that firm performance has a positive effect on the number of...