Janus Capital Group v. First Derivative Traders
James C. Dugan
July 14, 2011
12:00 pm Pacific / 3:00 pm Eastern
Organizer: Law Seminars International
Topic: The Supreme Court's recent decision in Janus Capital Group Inc. v. First Derivative Traders, issued on June 13, 2011, has important implications for how Rule 10b-5 cases will be litigated in the future, not only in private plaintiff class actions, but also in SEC and criminal proceedings. Adopting a rule of narrow construction for Rule 10b-5 cases generally, the Court held that only the "maker" of a false or misleading statement could be liable under Rule 10b-5.
At the core of the Court's decision is the distinction between primary actors -- issuers of alleged false and misleading statements -- and secondary actors -- those who allegedly assist issuers with drafting, approving, or disseminating alleged misstatements. In ruling that only those who "make" misstatements can be liable, the Court expressly limited Rule 10b-5 to reach only those who have "ultimate authority over the statement" and those to whom the statement is publicly attributed. Because the statements of an issuer are rarely attributed to secondary actors (such as lawyers, accountants, or investment banker), under Janus, these secondary actors will typically not be subject to 10b-5 liability.
In this one-hour TeleBriefing, you will benefit from the perspectives of counsel experienced in prosecuting and in defending some of the biggest federal securities class action cases of the last decade, as well as a former federal prosecutor, who will share their insights on the practical implications of the Janus decision.
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