Securities Regulation in State Courts - Something Old, Something New, Something Borrowed ....
Posted: 27 Oct 1999
The Private Securities Litigation Reform Act (PSLRA)(1995) creates a gauntlet that plaintiff investors must run in order to prosecute a securities law class action. The Securities Litgation Uniform Standards Act of 1998 makes securities class actions filed in state courts removable to federal court where the restrictive provisions of the PSLRA will apply. My article explores what is left in state court, with particular emphasis on three legal theories: (1) common law and constructive fraud (2) aiding and abetting breaches of fiduciary duty; and (3) the fiduciary duty of disclosure (candor). The article is the third in a series. The earlier pieces are Douglas M. Branson, Running the Gauntlet: A description of the Arduous, and Now Often fatal, Journey for Plaintiffs in Federal Securities Law Actions, 65 U. Cinn. L. Rev. 3 (1996), and Douglas M. Branson, Chasing the Rogue Profession After the Private Securities Litigation Reform Act of 1995, 50 SMU L. Rev. 91 (1996).
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