Research Handbook on Representative Shareholder Litigation
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Research Handbook on Representative Shareholder Litigation

Edited by Sean Griffith, Jessica Erickson, David H. Webber and Verity Winship

Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
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Chapter 3: The shifting raison d’être of the Rule 10b-5 private right of action

Amanda Marie Rose

Abstract

The chapter recounts the historical evolution of the private right of action under Rule 10b-5, explaining how it began as a cause of action not unlike traditional common law fraud and later morphed into the modern fraud-on-the-market class action. While the early version of the Rule 10b-5 private right was arguably consistent with standard corrective justice and deterrence rationales for private litigation, the author argues that the modern fraud-on-the-market class action is difficult to defend on these grounds. The historical and theoretical context provided by the chapter offers a lens for understanding contemporary scholarly debates over the social desirability of private Rule 10b-5 enforcement.

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