May 04, 2014

Corporate Scienter Under Section 10(b) and Rule 10b-5

Philadelphia associate Mark D. Taticchi co-authored “Corporate Scienter Under Section 10(b) and Rule 10b-5” for Bloomberg BNA’s Securities Regulation & Law Report. While corporations are frequently named as defendants in federal securities fraud cases under the 1934 Securities Exchange Act’s Section 10(b) and Rule 10b-5, federal securities law mostly fail to provide guidance as how to establish the corporation’s intent. At the same time, courts have, for the most part, been silent on corporate scienter, leaving it an open issue. This article examines scienter under Section 10(b) and Rule 10b-5, respondeat superior as a basis for liability and the restatement of agency.

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