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11 Va. L. & Bus. Rev. 1 (2016-2017)

handle is hein.journals/valbr11 and id is 1 raw text is: VIRGINIA LAW & BUSINESS REVIEW VOLUME 11 FALL 2016 NUMBER 1 A STATUTORY AND PRECEDENTIAL APPROACH TO CORPORATE SCIENTER IN SECTION 10(b) OF THE SECURITIES EXCHANGE ACT Travis S. Andrewst ABSTRACT Evey pear, hundreds of private lawsuits alleging violations of Section 10(b)'s antifraud provision of the Securities Exchange Act are filed in federal courts. These lawsuits have a substantial impact on the national economy, with milkons of dollars at stake in most cases. While the Supreme Court has clarfied many questions of ambzguity within the Pvate Securties ILtigation Reform Act of 1995 ('PSLRA'), the Court has not opined on the scienter requirement for claims involving a corporate defendant. A circuit spt has thus developed surrounding corporate sdenter. When permitted, this doctrine allows a plaintiff to meet the PSLRA's pleading requirement ly alleging one person had the requisite state of mind when another person committed the fraudulent act. The corporate sienter doctrine therefore allows the plaintiff to more easily bring a lawsuit against a corporate defendant, leading to the potential forforum shopping and inequitable results among defendants. I examine the current circuit spt, which was fractured even more after the Sixth Circuit's recent creation of a new pleading standard. After examining the current approaches to corporate sienter, I study the text and structure of the PSLRA to argue for a new approach to corporate sdenter. My suggested approach would require plaintiffs to demonstrate (1) that an executive officer made or approved a fraudulent statement t J.D., 2016, University of Virginia. I would like to thank Professor Julia Mahoney for her feedback on earlier drafts of this Note, as well as the editorial board of the VitiniaLaw & Business Reiew for their meticulous editing. All remaining errors are my own. Copyright C 2016 Virginia Law & Business Review Association 1

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