Chauncey Lane

This article analyzes the steep decline in Delaware appraisal litigation and cases since 2016 in light of the Delaware Supreme Court's increasing reliance on deal price as the most important factor in determining fair value of shares held by a dissenting stockholder.

The U.S. Supreme Court's decision in Lorenzo v. Securities and Exchange Commission highlights the history the court and the SEC have of recognizing significant overlap among the subsections of Rule 10b-5 and other securities statutes. The Court’s broad interpretation of Rule 10b-5 in Lorenzo makes it likely that future litigants will seek to expand the scope of activities subject to the rule. Where a person is only tangentially involved in disseminating false or misleading statements, however… Show more

The U.S. Supreme Court's decision in Lorenzo v. Securities and Exchange Commission highlights the history the court and the SEC have of recognizing significant overlap among the subsections of Rule 10b-5 and other securities statutes. The Court’s broad interpretation of Rule 10b-5 in Lorenzo makes it likely that future litigants will seek to expand the scope of activities subject to the rule. Where a person is only tangentially involved in disseminating false or misleading statements, however, the court will need to more clearly define the reach of Rule 10b-5. Show less

Advanced Notice of Proposed Rulemaking to Amend Rule 3a-7 under the Investment Company Act of 1940 Providing Certain Asset-Backed Issuers with a Conditional Exclusion from the Definition of Investment Company (2011)

Proposed Rule on Credit Risk Retention by Sponsors of Asset-Backed Securities (2011)

Title IX Investor Protection and Improvements to Regulation of Securities Subtitle D – Improvements to the Asset-Backed Securitization Process (2010)

This article sheds light on the transformation of principles behind the development of securities laws in the post-PSLRA era that have encumbered plaintiffs with a significant burden and seemingly gave corporate defendants the green light to push the limits of moral and ethical conduct. The article offers an historical perspective on securities regulation and the many motivations that prompted congress to enter the fray. The article analyzes the regulatory progression from the ’33 Act to the… Show more

This article sheds light on the transformation of principles behind the development of securities laws in the post-PSLRA era that have encumbered plaintiffs with a significant burden and seemingly gave corporate defendants the green light to push the limits of moral and ethical conduct. The article offers an historical perspective on securities regulation and the many motivations that prompted congress to enter the fray. The article analyzes the regulatory progression from the ’33 Act to the PSLRA, which fundamentally altered securities litigation. The piece offers an account of the judicial divergence that ensued following the enactment of the PSLRA and the Supreme Court’s attempt to provide clarity in Tellabs, Inc v. Makor Issues & Rights, Ltd. The article ultimately concludes that weighing competing inferences as suggested in Tellabs radically departs from the twin aims of the PSLRA—protecting investors and curbing vexatious litigation. The more appropriate standard for ascertaining whether a plaintiff has sufficiently pled a violation of § 10(b) to withstand a motion to dismiss is an objective, reasonable person test. 41 Tex. Tech L. Rev. 615 (2009) Show less