How 9th Circ. Tackled The Adverse-Interest Exception

Law360, New York (October 27, 2015, 5:01 PM EDT) -- For purposes of determining the scienter of a corporate entity defendant under the federal securities laws, a company's executives' knowledge generally is imputed to the company. There is an exception to these general principles — the "adverse-interest exception" — which provides that an executive's knowledge will not be imputed to the company if the executive acted for his or her own purposes and contrary to the interests of the company. There is also an exception to the exception, which provides further that a rogue executive's knowledge will nevertheless be imputed to the company when an innocent third-party has relied on the executive's representations made with apparent authority....

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