Attorney Liability for Securities Fraud

Recent corporate scandals have implicated everyone from lowly research analysts to seemingly omnipotent CEOs. Each passing day brings a new story of someone's fall from glory in the corporate ranks, and investment banks and accountants have recently been pulled into the mire. Yet where were the lawyers? Although many contemporary scholars have long maintained that outside counsel - securities and corporate lawyers - cannot be reached under Section 10(b) after the Supreme Court's ruling in Central Bank of Denver, that belief is meritless. This paper provides an analysis of why and how outside counsel can be reached under Section 10(b) of the Securities Exchange Act of 1934 in instances where it appears that, under contemporary rhetoric, only their client committed securities fraud.