Scienter And Section 20(e):a New Consensus On Aiding And Abetting liability In Sec Enforcement Actions

摘要

Over the past decade, most federal district court actions filed by the Securities and Exchange Commission to redress acts of corporate fraud have contained a familiar roster of alleged federal securities laws violations. Chief among these are the anti-fraud provisions themselves-in the usual case, Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder, and Section 17(a) of the Securities Act, in either its scienter-based (17(a)(1)) or non-scienter-based (17(a)(2) and (3)) form. Most such cases seek a familiar combination of statutory, administrative, and equitable remedies as well, including equitable disgorgement of ill-gotten gains, civil monetary penalties, and bars prohibiting defendants from serving as officers or directors of public companies or appearing before the Commission as accountants or lawyers.