TABLE CONTENTS -- CHAPTER 1

TABLE OF CONTENTS -- CHAPTER 1

Hypothetical 1 -- Substantive Law of Civil Liability and Private Actions Under the Securities Acts

B. Factual Basis for Hypothetical – Complaints in In re Turnstone Systems, Inc. Securities Litigation.

§ 1.01..The Changing Face of Securities Regulation.	§ 1.04 continued [4] The “In Connection” Requirement
§ 1.02.. Section 11 — The In Terrorem Remedy	[5] Reliance and Fraud on the Market
[1] The Role of Section 11	[6] Transaction and Loss Causation
[2] Who Can Assert a Claim?.	§ 1.05.Projections and Other Forward-Looking Statements
[a] Purchasers of Shares in the Offering View	[1] Introduction
[b] Purchasers of Shares Registered View	[2] Projections as a Representation
[3] Against Whom Can the Claim Be Asserted?.	§ 1.06.Safe Harbor for Forward-Looking Statements
[4] What Must the Plaintiff Establish?	[1] Introduction
[a] Historical and Existing Facts	[2] Exclusions and Scope
[b] Forward-Looking Statements	[3] The Three Levels in Outline
[5] What Are the Company’s Defenses?.	§ 1.07 Forward-Looking Statements Outside the PSLRA Safe Harbor
[6] What Are the Expert’s Defenses?.	[1] he Commission’s Safe Harbor Rules
[7] What Are the Other Defendants’ Defenses?.	[2] Bespeaks Caution and the Uncovered Forward-Looking Statement
[8] Due Diligence Defenses: BarChris and Toolworks Compared.	§ 1.08..Scope of Rule 10b-5 Liability.
[9] Who Are the Experts and What Are the Expertised Portions?	[1] Aiding and Abetting Does Not Violate Rule 10b-5
[10] The Special Causation Defense.	[2] Primary Violators.
[11] Bespeaks Caution Defense.	[3] The Scheme to Defraud Alternative
[12] Damages.	[4] Liability of a Controlling Person.
[13] Section 11 Liability and the PSLRA..	§ 1.09.Damages
[14] Controlling Person Liability.	§ 1.11.Materiality
§ 1.03 Section 12(a)(2) — Action for Fraud in the Distribution of Securities	[1] Introduction
[1] In General	[2] Search for a Standard
[2] The Privity Issue.	§ 1,12 Statute of Limitations
[3] Distribution of Securities ¾ Who is the Seller?.	[1] Introduction
[4] Oral Representations and Road Shows.	[2] Judicial Activism and the One Year After Discovery Limitations Period
[5] The Prospectus Rules Rule	[3] Reading Equitable Tolling Diligence Standards into the Limitations Period
[6] Section 12(a)(2) and the Trading Market	[4] Inquiry Notice as the Beginning of Analysis
[7] Section 12(a)(2) and the PSLRA	[5] Equating Discovery of Fraud With What is Needed to File a Complaint ¾ A New Direction?
§ 1.04..Implied Remedies — Herein of Rule 10b-5.	[6] Circuit Courts of Appeal Post-Posner
[1] Implied Claims	[7] In the District Courts
[2] Rule 10b‑5 and Scienter	[8] Burden of Proof and Pleading Time of Discovery
[3] Purchaser/Seller Requirement	[9] The Sarbanes Oxley Statute of Limitations
	[10] Some Unresolved Issues
Section	16(b) Liability
§ 1.13 Section 16(b) Liability	§ 1.14 Section 16(a) and Reporting on Forms 3 and 4
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