[19980520]98-164A_私人证券诉讼的统一标准：股东诉讼的限制.pdf

Congressional Research Service The Library of CongressCRS Report for CongressReceived through the CRS Web98-164 AUpdated May 20, 1998Uniform Standards in Private Securities Litigation:Limitations on Shareholder LawsuitsMichael V. SeitzingerLegislative AttorneyAmerican Law DivisionSummaryThe 104 Congress enacted the Private Securities Litigation Reform Act, P.L. 104-th67, to address the perceived problem of an increase in frivolous shareholder lawsuits.The stated reasons for bringing those lawsuits were varied - fraud, mismanagement,nondisclosure of material information-but practically all of the lawsuits involved the lossof money by shareholders of the corporation. The Act limits shareholder lawsuits infederal courts. There are currently bills in Congress which would remove most statesecurities antifraud cases to federal courts.BackgroundWhether a shareholder lawsuit is meritorious or frivolous, the corporation sued inmany cases must spend a great deal of money in defending itself. In some cases acorporation will settle the lawsuit in order to save large defense expenses. Critics havedescribed these settlements as legal extortion.Most shareholder lawsuits have been brought as alleg