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The purpose of this article is to examine the US Supreme Court’s much anticipated decision in Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund. In this 2015 case, the Supreme Court announced important principles for interpreting the application of the two bases for liability under Section 11 of the Securities Act of 1933 to statements of opinion expressed in registration statements filed with the Securities and Exchange Commission in connection with public securities offerings.

The article examines the Supreme Court’s articulation of the standards federal courts must apply under Section 11 to determine if opinion statements were untrue statements of a material fact or misleading because they omitted material facts necessary to make the statements of opinion not misleading. The paper identifies a number of the complexities involved in the Supreme Court’s approach and emphasizes the nuanced assessment of the facts surrounding opinion statements courts will be required to undertake by Omnicare.

The Omnicare decision has significant implications for the litigation of Section 11 claims challenging statements of opinion and for the preparation of registration statement disclosures. The Omnicare decision dramatically alters the standards for reviewing Section 11 claims premised on opinions long applied in a number of US federal appellate circuits. The decision is likely to result in more Section 11 claims based on supposedly misleading opinion statements, and potentially in a greater number of Section 11 claims that survive at least an initial motion to dismiss. Omnicare highlights the importance of including in registration statement disclosures meaningful cautionary statements identifying important facts that could cause actual outcomes to differ materially from views expressed in an opinion.

Expert guidance from experienced financial services lawyers.

To review and analyze the implications for rendering opinions in connection with the sale of securities in the wake of the US Supreme Court’s decision in Omnicare, Inc. et al. v. Laborers District Council Constr. Ind. Pension Fund, et al.

Analyzes the Omnicare holding and dissent in light of past practices and decisions and discusses how the case changes the risks of liability for rendering opinions in registration statements, and by necessary implication in other contexts where the securities laws proscribe either the statement of untrue “facts” or, by omissions, the making of misleading “statements.”

Omnicare opens issuers and securities professionals to liability for rendering opinions that are not reasonably based in facts and rationality. Because the measure of such reasonableness depends on the reasonable investor, makers of opinions will need to take more matters into consideration in rendering opinions than they might have previously, when the only test of an opinion was whether it was genuinely believed by its maker. This creates a number of unresolved issues, but it also suggests that prudence will dictate more detailed disclosure and documentation of the bases of opinions than has been thought necessary until now.

Practical guidance from experienced securities and financial services lawyers.

This paper examines the role of professional associations, governmental agencies, and international accounting and auditing bodies in promulgating standards to deter and detect fraud, domestically and abroad. Specifically, it focuses on the role played by the US Securities and Exchange Commission (SEC), the American Institute of Certified Public Accountants (AICPA), the Institute of Internal Auditors (IIA), the Institute of Management Accountants (IMA), the Association of Certified Fraud Examiners (ACFE), the US Government Accounting Office (GAO), and other national and foreign professional associations, in promulgating auditing standards and procedures to prevent fraud in financial statements and other white‐collar crimes. It also examines several fraud cases and the impact of management and employee fraud on the various business sectors such as insurance, banking, health care, and manufacturing, as well as the role of management, the boards of directors, the audit committees, auditors, and fraud examiners and their liability in the fraud prevention and investigation.

To introduce and summarize the key features of market‐misconduct‐related offenses in the UK with a particular focus on insider dealing.

Provides a detailed overview of: the market abuse regime of the UK's financial regulator, the Financial Services Authority (FSA),which implements the EC Market Abuse Directive; other regulatory powers used by the FSA in cases of market misconduct; and relevant criminal law offenses.

The FSA is given a broad range of powers that enable it to bring criminal or regulatory proceedings in the UK for market misconduct. The FSA's powers have thus far been used primarily within the regulatory framework, but the FSA has said that it will be prepared to pursue certain cases through the criminal courts where behavior justifies criminal rather than regulatory action. Although the two regimes are similar, there are some differences and both regimes must therefore be considered when analyzing compliance requirements or whether market misconduct has occurred.

This paper is an important reference for publicly traded issuers, those who recommend investments or investment strategies, and their advisors where any investment activity is carried on with the UK or involves UK markets.

This paper aims to consider “spoofing”, “layering” and “short reports” in the context of market manipulation and, in particular, a recent controversy involving a short-selling attack on a major UK listed company that was considered by the High Court.

The very demanding legal and evidential prerequisites and practical difficulties, involved in bringing both criminal and regulatory actions in such cases are identified and discussed, as is the role of the Financial Conduct Authority.

These challenges help explain why so few actions of this type are brought.

This is the first paper to consider the implications of Burford Capital Limited v London Stock Exchange Plc [2020] EWHC 1183 (Comm).

Advertisements for dietary supplements (DS) often include misleading claims regarding their health benefits. In this study, the authors designed an online advertisement for plant-based DS featuring misleading claims and investigated its effects on mature Chinese consumers before and after revealing the false claims. A consumer involvement framework was developed to evaluate the mediating effect of advertising involvement (AI) on the correlation between product involvement (PI), situational involvement (SI) and purchase intention (PI).

A total of 467 mature adults aged over 40 years who resided in China's Yangtze River Delta region and had experience in purchasing DS online were recruited. Relevant data were collected through an online survey and analysed through structural equation modelling.

Cognitive PI was positively correlated with both SI and PI and SI was positively correlated with PI. AI negatively moderated the correlation between affective PI and SI. Both cognitive PI and AI were positively correlated with PI and the correlation was mediated through SI.

DS consumption is a rational decision-making process driven by utilitarian motives. Consumers who are aware of the misleading claims adopt a cautious evaluation approach and place themselves in specific purchase situations before making a purchase decision. This study advances the literature by incorporating the consideration of misleading advertisements into the consumer involvement model within the context of online DS consumption. The study's findings provide insights to intensify monitoring of false advertisements in the DS industry and design effective consumer education programmes.

The spectacular performance of the US financial market in recent years, the financial crises in South‐East Asia and Russia and the collapse of one of the most established merchant banks in the world are landmark events in economic history that have prompted concerns around the globe. The advent of the information age and globalisation means that the consequences of these events are felt more readily and extensively than ever before. Sustainability of financial growth and avoidance of future crises raise questions with a common denominator — good governance. With one of the principal financial centres in the world, it is trite to suggest that the need for good governance in the UK cannot be overstated. Protecting investors against abusive and fraudulent practices in the financial services industry has always assumed great importance. Since its emergence as an international financial and trading centre in the 13th century, the City of London has consistently emphasised the values of market confidence and integrity. In the Financial Services and Markets Bill, which is currently being read in Parliament, it is stated that its object is to maintain confidence in the financial markets, to promote public awareness and understanding, to secure an appropriate degree of protection for consumers through recognising the different degree of risks involved in different transactions and the different degrees of expertise and experience of different consumers, and to reduce the extent to which financial undertakings are used for the furtherance of financial crime.

This paper aims to critically examine the applicability of disclosure‐based regulation in a pre‐emerging securities market.

The paper presents, by using archival data, an analysis of prerequisites for the usefulness of the disclosure philosophy making reference to some Asian securities markets with special reference to the contemporary experiences of the Bangladesh securities market.

The paper concludes that the disclosure philosophy itself is not a panacea, an effective disclosure regime requires a certain level of structural and infrastructural development of the market, and that a particular securities market should follow a paternalistic merit regulation until the attainment of that progress.

This paper contributes to the understanding of effectiveness of the disclosure philosophy for the regulation of securities markets from the perspective of investor protection.

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and auditing profession, but also in international law. The Acts raised awareness of the need for efficient and adequate internal control systems to prevent illegal acts such as the bribery of foreign officials, political parties and governments to secure or maintain contracts overseas. Its uniqueness is also due to the fact that the USA is the first country to pioneer such a legislation that impacted foreign trade, international law and codes of ethics. The research traces the history of the FCPA before and after its enactment, the role played by the various branches of the United States Government – Congress, Department of Justice, Securities Exchange commission (SEC), Central Intelligence Agency (CIA) and the Internal Revenue Service (IRS); the contributions made by professional associations such as the American Institute of Certified Public Accountants (AICFA), the Institute of Internal Auditors (IIA), the American Bar Association (ABA); and, finally, the role played by various international organizations such as the United Nations (UN), the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO) and the International Federation of Accountants (IFAC). A cultural, ethical and legalistic background will give a better understanding of the FCPA as wll as the rationale for its controversy.