TOUR SECURITIES LITIGATION

NOTE: Search terms in context are included in brackets. Do not include the brackets as part of the search term.

NOTE THE TOUR IS PRESENTED IN (More or Less) LOGICAL SEQUENCE AND IS THE WAY TO GO ONCE, BUT  THE FOLLOWING LINKS CAN BE USED TO REACH SPECIFIC AREAS

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 TABLE OF CONTENTS     TREATISE  SOURCE MATERIALS  LEFT PANE --  

GUIDE TO SARBANES-OXLEY   STANFORD CLASS ACTION CLEARINHOUSE -- More

PRIVATE SECURITIES LITIGATION REFORM ACT

Presumably your computer is on and your browser is set at the following URL – http://www.bloomt-hal.com. Presumably you are a student at the University of Denver College of Law or an invited guest. If not, please get off, but you can write to bloomeh@msn.com requesting permission.. This website includes a number of PDF files and you must have at least Acrobat Reader to access them. If you do not, for a free download go to http://www.adobe.com/support/downloads/main.html. It may be a good idea to load whatever version of Acrobat you have on your computer before you commence the tour and save the time it will take to load when you click on a link to what is a PDF file. If you have PowerPoint available on your computer, there is also one PowerPoint slide show that you will be directed to as an example of incorporating PowerPoint slides (see BELOW) as part of the materials available at this Internet site. You are free to take advantage of hypertext on this tour and go in the many directions open to you; the following is a suggested tour(s) and is designed for the students taking the course or planning to take the course. We also have at least one videa/sound file, which requires that you have sound and Windows Media on your computer.  We suggest you print these pages to serve as a guide and to avoid the necessity of going back to it on line.

     If you have not already been there, click on Back Arrow to go back to HOME and then  click on About Securities Litigation. As explained there this course will cover six or seven subject areas  related to securities litigation. The first hypothetical and Chapter 1 deals with the substantive law relating to civil liability and private actions under the Securities Acts and is a review or summary description thereof, depending upon your prior/current securities law literacy. The approach outlined there is a prototype that we take (will take) to each Chapter, best illustrated by going back to the Home Page. Each Chapter includes (1) a Background section with links outlining what the subject area is about; (2) factual basis for the Hypothetical based for the most part on complaints and other documents or source materials relating to actual cases; (3) a series of hypothetical questions  that are (will be) the basis for the class discussion with links to materials relevant to the issues raised, and a treatise type discussion of the subject area with links to cases, statutes, regulations, etc. I suggest that you go to the links on the Home Page and start with the links for Hypothetical 1 relating to  Chapter 1 seriatim, but with a number of side-trips as described below. The Tour also includes similar trips for two other areas and based on subject matter you may prefer that Tour, or take all of three tours.

     1. Click on Hypothetical 1 Background on the Home Page; when there use Find (ctrl+f) to search for HERE (Match whole word only; Match case) and when there click on the link. Then do Find Again to go to the second HERE, which is a link to  to a PDF file with a download of the home page of  Stanford Clearinghouse (hereinafter Stanford)  at December 9, 2002. Use the bookmarks in the navigation pane to move around and then to the bookmark for the District of Colorado at which you will find all of the cases filed under the PSLRA in the District Court for the District of Colorado through December 9, 2002.   Use the back arrow to go back to Background. Click on the third HERE to go to a pdf file and use the book mark to go to Current Cases with a list of current cases in which  Milberg Weiss was involved at the date of the download.

     2. To update the information relating to cases filed in the District of Colorado, use the OnLine link in the left pane of this page and select and click on Stanford Law School to go live to the Stanford website. When there click on Search in the left pane to go to the Search Form. Leave the name of the company blank, select D.Colorado from the drop down list and click on search. It will take you to an updated list of companies. Click on one of them (Qwest, for example) to go a brief description of the cases, plaintiff counsel (multiple usually), and the documents in the database. The database includes all complaints filed in the Northern District of California as a Rule of that court requires complaints to be filed electronically and unofficially with a Designated Internet Site and Stanford is such a site. For other districts it is a matter of the documents if any counsel choose to file. In this instance we are fortunate as at least one complaint has been filed electronically with Stanford in one of the two Qwest  cases listed. Click on the link to the Class Action Complaint for Violation etc. to go to the complaint and skim it. Back out of the site. You can always find the link to the Stanford cite  by using the OnLine link in the left pane of most pages to go to a page with links to Stanford and several other important websites. NOTE: Milberg Weiss also maintains a Designated Internet Site (not to be confused with its Home Page) at http://securities.milberg.com, which may include filed documents not available at the Stanford site. The Milberg Weiss site links to the Stanford site, the Stanford site links to the Milberg Weiss site, and links to both are available at our OnLine page.

     3. While in Hypothetical 1 Background, choose such other links as may arouse your curiosity including those to the home pages for the leading securities class action law firms where you may feel that you can almost touch the entrepreneur in the entrepreneurial law firms at whom the backers of the PSLRA purported to take aim.

     4. Before you leave Hypothetical 1 Background, do a Ctrl+F search for [three provisions] to take you to the paragraph beginning "The Securities Act includes three provisions." NOTE: I will put search terms in brackets as a means of separating them from the text. Check out the links to the cited sections of the Securities Acts. Those statutes are on site. You can go to Westlaw to assure that you have the latest or for that matter to the SEC's website. This may be a good time to check out the On Line links that are conveniently available as described in 5. below.

     5. Click on the OnLine Links on the Home Page (or the OnLine  in he left pane of most pages including this one). It takes you to a page with links to a number of online sources including Westlaw, Stanford, SEC, and Business Wire. Click on Westlaw and it will take you to Westlaw on the Internet. You will need your password and Client ID number. Several of the cites in the treatise material and otherwise are linked directly and if you click on such a link, enter password etc. it will take you directly to that case.

     6. Backtrack out of Westlaw to OnLine links. Click on the SEC link and when there click on Corporation Finance under SEC divisions and it will take you to links (Laws and Rules) to the Securities Act and to the Exchange Act, etc.

     7. Backtrack out of the SEC site to Hypothetical 1 Background and  click on NEXT to go to Factual Basis and Questions Part I for Hypothetical 1. Note and play around with the diverse links. Several are to the cited cases in Westlaw, others are to text included as part of the materials at our web site, others are to source material (complaints, statutes, etc.) included at our site. The cites to Westlaw are back-up; generally you need not go there unless you want more detail. Do a Find (ctrl+f) search for [HERE] (whole word/match case) and click on HERE. This link  will take you to a PDF file. Use the bookmarks to navigate to specific documents included in the download and skim them. Some of these documents are central to the questions that constitute Hypothetical 1 as is further explained. Follow the links.

     8. We have several table of contents to aid you to find specific materials included on the Home Page and on the left pane of a large number of other pages, including this page. They include toc_ch1 through toc_ch6, toc_en, toc_soa. Click on each of them to see their coverage. All are largely self-explanatory; note, however, that in  toc_en when you click on § 1:15 it will take you to a separate table of contents for Judge Harmon's decision in In re Enron relating to the secondary actors motion to dismiss. The toc_en table of contents also has a link to Newby v. Enron and when you go to that case it has its own internal table of contents.

     9. Click on OnLine in the left pane of this page and note on the bottom of the page we have links to EDGAR OnLine; FreeEDGAR, and  EDGAR database, all of which are links to data included on the SEC EDGAR database. EDGAR OnLine is probably the best tool for this purpose, but you will not be able to access the filings, however, unless you have registered with EDGAR OnLine and pay their monthly fees. FreeEDGAR is no longer free and if you try to go too far on a free basis you are thrown back to EDGAR OnLine and the registered user requirement. There is also a link is to the SEC EDGAR database, which you can search, but will have to use the company's name as your search term and will probably get some extraneous filings. The search tool on this database is now much better than it was. Unless the company filed HTML or PDF files, the downloaded files will not be as attractive as those available on the other two databases. If you have a choice of format as you will for filings made subsequent to May, 1998, choose HLML. Although you will have to make a further choice of a specific document included in the filing and it is more likely to be a text file than an HTML file it is the right choice. The Home Page of FreeEDGAR icludes a number of links to websites that are useful resources. Take a look by going to On Line Links. To get a feel for how useful the EDGAR database is click on the EDGAR Database and when there do a search for SeaChange between 2001 and 2003..

   (10) We have included a number of pdf files as using Adobe Acrobat 4 we can download into a single file source materials off the internet and include diverse but related material in a single file. To explore how to use these files click on Part II in the left pane to go to the Questions in Hypothetical 1 relating to the statute of limitations. In the third paragraph click on HERE and it opens  to the same file referred to in (7) above. As suggested use the bookmarks in the navigation pane to go to the SeaChange complaint. You will have to double click on the pin to open the file. When the file is open use the Find icon on the toolbar (or Ctrl+f) and search for [70.] to take you to paragraph 70 as suggested and the use search term [76.] to go to paragraph 76. When you have completed your review of the complaint for your immediate purposes, use minimize the acrobat window that includese the temporary file with the SeaChange complaint.. Follow suggestions to use bookmark to go to the Footstar complaint.

   (11) Many of our case citations are linked to Westlaw. It generally is not necessary to go there, but you are free to do so if you want to know more. When at the case in Westlaw you have access to all the internal links in the case to other cases and source material if you feel the need to go there.

   (12) Some of the questions refer to cases that are seminal case  and the case is included on our website so you can go to it with one click. In question 5, for example, you can click on Section 1.03[6] to go to a discussion of Gustafon and/or you can click on Gustafson to go to the case on site. Most of the cited cases include a link to the case. In Chapter 3 we focus on some specific cases and as described in (15) BELOW those cases are included on our site and each have a table of contents to facilitate class discussion.

   (13) When the Commission proposes or adopts rules, it generally does so in an open meaning. Sarbanes Oxley requires the Commission to adopt a number of rules by a specific date. Click HERE for table of effective dates. The Commission now webcasts most of its open meetings and they can be very informative. The archived webcasts are available at http://www.sec.gov/news/openmeetings.shtml. We have at least one of them available as part of our materials. Click HERE.

   (14) Go to Part II Questions (Statute of Limitations Issues) by clicking on Part II on the left pane of of this page.  We could get bogged down here if we approached the area from a historical perspective, but yet we need to know something about equitable tolling and the past to understand the present, including the manner in which Sarbanes-Oxley modifies the period of limitations. You might want to use the Table of Contents for Chapter 1 to jump around the treatise materials to get some of the background before delving into the current issues. So if there, click on the link  in the left pane to TOC_CH1. When there, cursor to Section 1.12 and go back and forth between the Table of Contents and the treatise to peruse selective subsections. .

   (15) If you think in a straight line some of the time or most of the time, you can start with the Home Page and click anywhere on the title to Chapter 1 to take you to a beginning of the treatise discussion. You can then click on NEXT at the left top of each page to go from one page to another. This will give you some idea of the content of the treatise, but as a general approach  you might as well learn out of a book as you are not taking advantage of hypertext linking. If not already convinced, go to the Home Page and click on Questions for Hypothetical 3. Cursor down to Question 8 and follow the links to the referenced materials. This may or may not be the way you would have approached the issue on your own, but following the links will give you a clue to who the issue will be discussed in class..

   (16) We have saved for near the end, one of the more important features of Securities Litigation on our Website and that is the Search form that appears on the Home Page and can be reached by clicking Search in any left pane. We learn by example, so click on Search now and try the following: Use [10b-5] (without the brackets) as your search term. Enable Any word and leave everything else in the default mode and click on  Search. The results you receive are for every page that include the word 10b-5 with the linked Section heading and the context in which some of the hits appear. A page on a website is not necessarily a single page, but rather a single file. Every subsection ([1], {2], [3] etc.) is a separate file (hence, a separate page) for this purpose in order to narrow the search area. We can refine the search by, for example, using two or more terms and enabling All words, requiring all the search terms to be included in a section in order for it to constitute a hit (in effect an AND search without using AND). Try using [10b-5 fraud] for your search term, and enable All words to narrow your search. Do the same but make your search term [10b-5 fraud scienter] to narrow it further. To do an OR search use multiple search terms and enable Any word. We can also refine a search by enabling Exact Phrase and, for example, use [statute of limitations] as our search term, or try [penny stock] as the search term. You can use the old fashion Ctrl+F approach to search for a specific word or phrase that you know is included on that page.

  (17) If you have done a large number of searches one after the other, when you finish don't just backtrack to get to where you want to go. When you reach the last hit that you take a look at, click on a link for  where you want to go in the left pane of the page at which the hit occurs.

   (18) The search form searches all of the HTML files included as part of our materials. It also  searches the PDF files, although if that file includes so-called secure files it will not search that part of the specific PDF file. You can search any of the PDF files internally by clicking on the Find icon on the tool bar (the binoculars) or use Ctrl+F plus your search term. In each instance, click on the Find Again icon on the tool bar to go from one hit to the other. To in effect do a wildcard search without a wildcard, use the root of the word. For example, use [dilig] as your search term. It will find both diligence and diligent assuming one or the other is included in the file.

       (19) The TABLE EFFECTIVE DATES is a one stop guide to the Sarbanes-Oxley Act and the rules that the Commission is directed to adopt to implement specific provisions of the Act with links to the relevant sections of the SOA and the proposed and adopted rules implementing the Act.

           (20) PSLRA is a one stop guide to the Private Securities Litigation Reform Act. The links are all to the Exchange Act since it includes provisions that the counterpart of the Securities Act does not include and all of the Securities Act provisions have counterparts in the Exchange Act.

       (21) Although not the focus and probably a bad idea from an instructional standpoint, at the end of the questions for Hypothetical 2 we have included a POWERPOINT slide show consisting of the slides previously used (now out of date) by the instructor for the related class discussion. If you have the Microsoft powerpoint application on your computer, go to the Home Page, click on Questions for Hypothetical 2, after the last question click on Instructions then back and click on SHOW following the instructions to run the slide show.

ENJOY AND FEEL FREE TO SEND COMMENTS TO H.S. BLOOMENTHAL (bloomeh@msn.com).