The Protection of Minority Investors and Compensation of Their Losses
This report examines laws in the United States that seek to protect investors from false or misleading statements impacting the purchase of sale of securities and to compensate investors who suffer loss by virtue of such false or misleading statements. After providing some background context, first through a brief description of corporate financial structure and securities (or capital) markets in the United States and then through a brief description of securities (what other nations refer to as capital markets) regulation in the United States, the report turns to the primary focus by looking at securities fraud litigation in the United States. Following a brief overview of possible claims, the report addresses in some detail the most important basis for such claims: violation of the anti-fraud provisions contained in Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated by the Securities Exchange Commission pursuant to Section 10(b). This includes discussing both the substantive elements of such claims as well as the procedural rules that shape the results of such actions. The report also addresses some transnational aspects of securities fraud litigation in the United States.
American Journal of Comparative Law
Gevurtz, Franklin A., "The Protection of Minority Investors and Compensation of Their Losses" (2014). McGeorge School of Law Scholarly Articles. 487.