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Myth of the Attorney Whistleblower

Dec 1, 2019 | Article, Carliss N. Chatman, Feature, Legal Ethics and Professional Responsibility, Legal Profession, Securities

By Carliss Chatman Abstract Notwithstanding the political grandstanding and legal regimes put in place to prevent the next Enron, this article explores whether attorney whistleblower provisions provided in the Standards of Professional Conduct for Attorneys Appearing...

The Icarus Syndrome: How Credit Rating Agencies Lost Their Quasi Immunity

Dec 1, 2018 | Article, Norbert Gaillard, Securities

By Norbert Gaillard and Michael Waibel Abstract Subsequent to the 2007–2008 subprime crisis, the SEC and the US Senate discovered that it was common practice for major credit rating agencies (CRAs) to produce inflated and inaccurate structured finance ratings. A host...

Texas Gulf Sulphur at Fifty—A Contemporary and Historical Perspective

Sep 1, 2018 | Article, Marc I. Steinberg, Securities, Texas Gulf Sulphur

By Marc I. Steinberg Abstract Fifty years ago, the Second Circuit decided perhaps the most important case under the U.S. securities laws – Securities and Exchange Commission v. Texas Gulf Sulphur. This decision focused on several landmark issues, including insider...

Equal Access to Information: The Fraud at the Heart of Texas Gulf Sulphur

Sep 1, 2018 | Article, Securities, Stephen M. Bainbridge, Texas Gulf Sulphur

By Stephen M. Bainbridge Abstract The Texas Gulf Sulphur decision was the seminal moment in the creation of the modern federal insider trading prohibition. In the half century since it was decided, however, courts and commentators have overlooked the glaring flaw in...

From TGS Conservatorships to Sarbanes-Oxley Fair Funds

Sep 1, 2018 | Article, Richard M. Buxbaum, Securities, Texas Gulf Sulphur

By Richard M. Buxbaum Abstract While the TGS duo is justly known for its foundational work on the application of Rule 10b-5 to insider trading and corporate misstatements, two other aspects of the two cases are the focus of this contribution. The first is the...

Texas Gulf Sulphur: A Case Study on Responding to Market Rumors

Sep 1, 2018 | Article, Securities, Texas Gulf Sulphur, Wendy G. Couture

By Wendy G. Couture Abstract This essay uses Texas Gulf Sulphur as a case study on an issue that companies continue to face today: whether, and how, to respond to market rumors. This essay analyzes the countervailing incentives that influence whether companies respond...

Seeking an Objective for Regulating Insider Trading Through Texas Gulf Sulphur

Sep 1, 2018 | Article, James D. Cox, Securities, Texas Gulf Sulphur

By James D. Cox Abstract Data summarized in the opening of this article document shows that inside trading is a growth industry. And, as deals get ever bigger, the growth curve becomes steeper as more the data confirms intuition that the more who know about a good...

Texas Gulf Sulphur and Information Disclosure Policy

Sep 1, 2018 | Article, Onnig H. Dombalagian, Securities, Texas Gulf Sulphur

By Onnig H. Dombalagian Abstract Texas Gulf Sulphur’s bold ultimatum—”disclose or abstain”— enjoys an enduring place of prominence in discussions of insider trading law be- cause of the intuitive simplicity with which it asserts the expectations of investors in...

From Equality to Duty: On Altering the Reach, Impact, and Meaning of the Texas Gulf Legacy

Sep 1, 2018 | Article, Lisa M. Fairfax, Securities, Texas Gulf Sulphur

By Lisa M. Fairfax Abstract As the first federal court decision to hold that insider trading represented a violation of the federal securities laws, the historical importance of SEC v. Texas Gulf Sulphur Co. is clear. However, its current relevance may not be so...

Constructive Ambiguity and Judicial Development of Insider Trading

Sep 1, 2018 | Article, Jill E. Fisch, Securities, Texas Gulf Sulphur

By Jill E. Fisch Abstract The Texas Gulf Sulphur decision began what has become a fifty-year project of developing U.S. insider trading regulation through judicial law-making. During the course of that project, the courts developed a complex, fraud-based approach to...
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