Pfeiffer v. Toll’s Empirical Analysis

Citation profile

1 federal appellate · 1 district · 4 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 9 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““Section 28(a) of the Exchange Act provides: ‘[T]he rights and remedies provided by [the Exchange Act] shall be in addition to any and all other rights and remedies that may exist at law or in equity....’ 15 U.S.C. § 78bb. Section 28(a) establishes that ‘the express intention of Congress was that the federal securities law would not dilute any remedies allowed by the states, either in law or equity.’ Rossdeutscher v. Viacom, Inc., 768 A.2d 8, 17 (Del.2001). The federal remedies available under the Exchange Act were thus ‘intended to coexist with claims based on state law and not preempt them.’ Id. “Since the original adoption of the Exchange Act, Congress has twice addressed insider trading without altering the current regime. In 1984, Congress increased the penalties for insider trading. Insider Trading Sanctions Act of 1984, Pub.L. No. 98-376, 98 Stat. 1264 (codified at 15 U.S.C. § 78t). In 1988, Congress increased the penalties again. Insider Trading and Securities Fraud Enforcement Act of 1988, Pub.L. No. 100-704, 102 Stat. 4677 (codified at 15 U.S.C. § 78u-l). Congress also added § 20A to the Exchange Act, creating an explicit private cause of action against any person who violates insider trading rules that can be brought by anyone who traded contemporaneously with the violator. Id. § 78t-1. Neither statute sought to preempt or eliminate a state law derivative remedy. “In 1995, Congress adopted the Private Securities Litigation Reform Act of 1995 (the ‘PSLRA’). Pub.L. N”

   1 later decision quote this exact passage
   e.g. Scrushy v. Tucker

2. “In this case, the plaintiffs attack a myriad of stock sales, not between the defendant-directors and [the corporation], but between the defendant-directors and marketplace buyers. As a matter of course, corporate insiders sell company stock and such sales, in themselves, are not quite as suspect as a self-dealing transaction in which the buyer and seller can be viewed as sitting at both sides of the negotiating table. Although insider sales are (rightly) policed by powerful forces — including criminal laws — -to prevent insiders from unfairly defrauding outsiders by trading on non-public information, it is unwise to formulate a common law rule that makes a director "interested” whenever a derivative plaintiff cursorily alleges that he made sales of company stock in the market at time when he possessed material, non-public information.”

   1 later decision quote this exact passage
   e.g. Kahn v. Kolberg Kravis Roberts & Co.

3. “Maintaining Brophy as a cause of action fulfills Delaware’s strong public policy of policing against loyalty violations by fiduciaries. It serves to protect the corporation's interest in its confidential information and to ensure that the information is not misused for private gain. Eliminating the remedy would be equivalent to transferring ownership of information from the corporation to its fiduciaries, which is contrary to Delaware law.”

   1 later decision quote this exact passage
   e.g. Kahn v. Kolberg Kravis Roberts & Co.