Business & Securities Litigator Vol.14 No. 2
- Topics:
- Commercial Litigation
- Tags:
- Article,
- Forward-looking Statement,
- Safe Harbor,
- SEC,
- Security
- Source:
- Weil, Gotshal & Manges
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Overview: This issue includes different articles like Director Liability Warnings From Delaware, The SEC’s First Regulation FD Enforcement Actions, The Second Circuit Sets Standards For PSLRA Sanctions, and Courts Adopt A Practical Construction Of The Reform Act’s Safe Harbor For Oral Forward-Looking Statements. The first article talks that Chief Justice Veasey’s observations, together with recent actions by the Delaware Supreme Court, signal that court’s – and almost certainly other courts’ – heightened sensitivity and focus upon corporate governance issues and the increased exposure to liability directors face in the post-Enron and post Sarbanes-Oxley Act of 2002 world. The second article asserts that on November 25, 2002, more than two years after the Securities and Exchange Commission adopted Regulation FD (“Fair Disclosure”) in order to address selective disclosure by issuers of material non-public information to analysts and other market professionals, the SEC brought its first cases under Regulation FD: three administrative proceedings in which issuers (and in two of these cases individuals) agreed to the entry of cease and desist orders without admitting or denying misconduct. The third article talks in 1995, Congress passed the Private Securities Litigation Reform Act (“PSLRA”), in part to respond to a perceived judicial unwillingness to penalize parties for bringing abusive securities fraud litigation. The fourth article talks that the recent Northern District of California ruling in Coble v. Broadvision Inc., 1 following a prior decision analyzing the issue, adopted a practical construction of the “safe harbor” for forward-looking statements created by the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) 2 as such safe harbor applies to oral forward-looking statements. Practitioners long have relied upon a construction.
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Format: PDF | Size: 301KB | Date: Feb 2003 | Pages: 12
