The Intersection of Fee-Shifting Bylaws and Securities Fraud Litigation
37 Pages Posted: 21 Mar 2015 Last revised: 8 Apr 2015
Date Written: March 19, 2015
The Article examines the intersection of fee-shifting bylaws and federal private securities fraud suits. Specifically, the Article hypothesizes about the effects fee-shifting bylaws would have, if enforceable, on private securities fraud litigation. It then turns to the validity of fee-shifting bylaws under federal law and concludes that they are invalid as applied to securities fraud claims. In light of this conclusion, the Article considers whether Congress should pass legislation to validate fee-shifting bylaws and determines that it should not.
Note: The Appendix at the end of the Article includes some data on corporations that have adopted fee-shifting bylaws or charter provisions between May 8, 2014 and March 16, 2015.
Keywords: fee-shifting, bylaws, ATP, securities fraud
JEL Classification: G28, G34, G38, K22, K41
Suggested Citation: Suggested Citation