About the Book

Arizona’s securities laws are broader than the federal securities laws.  Cases like the $217 million settlement with Arthur Anderson in the Baptist Foundation litigation occurred in litigation based entirely on non-federal securities law.  Arizona Securities Fraud Liability provides a comprehensive discussion of the theories of securities-fraud liability, defenses, and damages that exist under Arizona’s statutes and common law.

Topics covered:

• Claims under A.R.S. § 44-1991 and the Investment Management Act
• Differences in claims under Rule 10b-5 and A.R.S. § 44-1991
• Use of administrative precedent developed by the Arizona Securities Division
• Securities liability under the Consumer Fraud Act and the common-law of misrepresentation, nondisclosure, and fiduciary duties
• Defenses to securities-fraud claims
• Statutory and common-law damage measures
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New in the Third Edition

• State and federal citations updated through July 2009
• 24 pages of new text with supporting footnotes
• Complete coverage of what constitutes a security
• Holder claims
• Economic-loss rule
• Effect of loss causation on rescissionary damages
• The new, post-2000 approach to securities-law interpretation

Contents

1. Development of Securities Precedent by the Corporation Commission. 
2. What Is a Security? Investment Contracts.  Partnership Interests.  LLCs.  Notes.  Stock.  Oil and Gas Interests.  Commodity-Investment Contracts.  Viaticals.  Real-Property-Investment Contracts.  Other Investments. 
3. Statutory Liability for Deception in Securities Transactions. Arizona’s First Securities Act:  The 1912 Blue Sky Statutes.  The 1951 Securities Act.  Parallel Civil Liabilities under the Corporation Code.  AzRac Liability for Securities Violations.  Arizona’s Primary Securities-Fraud Statute:  A.R.S. § 44-1991.  Significant Amendments to the Securities-Fraud Statutes. Legislative Intent and Remedial Goals. Post-2000 Statutory Interpretations: A New Approach. Nature of the Section 44-1991 Claim. Defenses. Remedies. consumer Fraud. Investment-Advisory Fraud
4. Extended-Primary and Secondary Liability for Statutory Violations. Securities Violations. Consumer Fraud. Investment-Advisory Fraud.
5. Common-Law Liability for Deception in Securities Transactions. Liability for Misrepresentation and Nondisclosure. Defenses to Misrepresentation and Nondisclosure Claims. Remedies for Misrepresentation and Nondisclosure. Liabilityin Fiduciary and Other Special Relationships. Defenses to Breach of fiduciary Duties and Special Relationships.
6. Common-Law Theories of Extended-Primary and Secondary Liability. Extended-Primary Liability--Piercing the Corporate Veil. Secondary Liability
7. Table of Authorities
8. Index