Do Institutional Investors Value the Rule 10b-5 Private Right of Action? Evidence from Investors’ Trading Behavior following Morrison v. National Australia Bank Ltd.
美国最高法院在莫里森案中限制了投资者提起证券欺诈私人诉讼的范围，机构投资者声称会转向在美交易的股票以保留诉权，但本文利用378家机构投资者的交易数据发现，他们并未实际调整交易行为。
In Morrison v. National Australia Bank Ltd., the US Supreme Court limited investors’ ability to bring private Rule 10b-5 securities fraud actions to cases involving securities purchased on a US stock exchange or otherwise purchased in the United States. Because many foreign firms’ securities trade simultaneously on non-US venues and on US exchanges, institutional investors claimed after Morrison that they would look to such firms’ US-traded securities to preserve their rights under Rule 10b-5. This paper tests this prediction using proprietary trading data from 378 institutional investors. The analysis reveals no evidence that investors reallocated trades in cross-listed issuers to the United States, nor did they reallocate foreign trading to cross-listed issuers that are now clearly subject to 10b-5 securities suits. This persistence in trading appears across both money managers and pension plan sponsors, notwithstanding sponsors’ more vocal criticism of Morrison and their prominence in 10b-5 litigation.