Everything Is Also Bank Fraud
Also Mango manipulation, Musk M&A fees and skin in the ESG game.
You know my theory: Every bad thing that a public company does is also securities fraud. If there is a data breach or sexual harassment or animal mistreatment or pollution at a company, and the public finds out about it and the stock goes down, then someone will sue the company, arguing that it defrauded shareholders by leading them to believe that there wouldn’t be a data breach or sexual harassment or whatever. And this theory is weird, and people sometimes say “wait shouldn’t securities fraud be for, like, accounting misstatements, not sexual harassment?” But it is a little hard to articulate a limiting principle. If a company convinces investors that it is good, but it is in fact bad, then it has defrauded them, and badness is not limited to accounting.
Once you have mastered this basic idea, you can apply it to other laws. For instance, every bad thing that a company does is also bank fraud, if the company has ever borrowed money from a bank. The Wall Street Journal reports: