Levin College of Law
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Adam Pritchard

Visiting Professor of Law

Expertise

Administrative Law  • Corporate and Securities Law  • Law and Social Sciences  • 

About

Adam C. Pritchard is a Visiting Professor of Law at University of Florida. He serves as the Frances and George Skestos Professor of Law at the University of Michigan Law School, teaching corporate and securities law.

He is the author, with Stephen J. Choi, of Securities Regulation: Cases and Analysis, currently in its sixth edition. Professor Pritchard is also the author of A History of Securities Law in the Supreme Court (2023), with Robert B. Thompson. His research focuses on securities class actions, Securities and Exchange Commission (SEC) enforcement, and the history of securities law in the U.S. Supreme Court. His articles have appeared in the Journal of Law and Economics, American Law and Economics Review, the Journal of Empirical Legal Studies, the Journal of Legal Studies, the Journal of Finance, the Journal of Law, Economics, and Organizations, and various law reviews.

After graduation, he served as a Bristow Fellow in the Office of the Solicitor General at the U.S. Department of Justice. After working in private practice, Professor Pritchard served as senior counsel in the Office of the General Counsel of the SEC, where he wrote appellate briefs and studied the effect of recent reforms in the areas of securities fraud litigation. He received the SEC’s Law and Policy Award for his work in United States v. O’Hagan, in which the U.S. Supreme Court upheld the misappropriation theory of insider trading.

Professor Pritchard has been a visiting professor at the Northwestern University School of Law, the Georgetown University Law Center, and the University of Iowa School of Law. He also has been a visiting scholar at the SEC and a visiting fellow in capital market studies at the Cato Institute. He was previously a member of the FINRA National Adjudicatory Council and the Nasdaq Listing Qualifications Panel.

Education

B.A., University of Virginia
J.D., University of Virginia
M.P.P., University of Chicago

Teaching and Scholarship

  • Legal Ethics
  • Legislation and Regulation
  • Securities Regulation

Publications

Books

  • A History of Securities Law in the Supreme Court (Oxford University Press, 2023) (with Robert B. Thompson).
  • Securities Regulation: Cases and Analysis (6th ed., Foundation Press 2024) (with Stephen J. Choi).
  • Securities Regulation: Essentials (Aspen Publishers, 2008) (with Stephen J. Choi).

Articles, Book Chapters, and Op-Eds

  •  Just Say No? Shareholder Voting on Securities Class Actions, – Chi. Bus. L. Rev. – (forthcoming 2022) (with Albert H. Choi & Stephen J. Choi) (Symposium).
  • Coalitions among Plaintiffs’ Attorneys in Securities Fraud Class Actions, 24 L. & Econ. Rev. 278 (2022) (with Stephen J. Choi & Jessica Erickson).
  • Frequent Filers Revisited: Professional Plaintiffs in Securities Class Actions, U.S. Chamber Institute for Legal Reform (2022) (with Stephen J. Choi & Jessica Erickson).
  • The Future of Securities Law in the Supreme Court, 2 Bus. L. Rev. 881 (2021) (with Robert B. Thompson) (Symposium).
  • Working Hard, or Making Work? Plaintiffs’ Attorneys Fees in Securities Fraud Class Actions, 17 Empirical Leg. Stud. 438 (2020) (with Stephen J. Choi & Jessica Erickson).
  • 2nd Ruling Makes Messy Insider Trading Law Worse, Law 360 (January 27, 2020).
  • On Prohibition’s 100th Anniversary, Should We Expect the Same Fate for Marijuana? Chicago Tribune (January 13, 2019) (with Donald J. Boudreaux).
  • Should I Stay or Should I Go? Gender Gaps in the Market for SEC Lawyers, 62 L. & Econ. 427 (2019) (with Stephen J. Choi & G. Mitu Gulati).
  • Risk and Reward: The Securities Fraud Class Action Lottery, S. Chamber Institute for Legal Reform (2019) (with Stephen J. Choi & Jessica Erickson).
  • An Empirical Comparison of Insider Trading Enforcement in Canada and the United States, 57 Rev. L. & Econ. 49 (2019) (with Anita Anand, Stephen J. Choi & Poonam Puri).
  • Lead Plaintiffs and their Lawyers: Mission Accomplished, or More to Be Done?, in Research Handbook on Shareholder Litigation (Jessica Erickson, Sean Griffith, Verity Winship, David Webber, eds., 2018) (with Stephen J. Choi).
  • Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose over Text, 94 Notre Dame L. Rev. 371 (2018) (with Robert B. Thompson).
  • Texas Gulf Sulphur and the Genesis of Corporate Liability under Rule 10b-5, 71 SMU L. Rev. 927 (2018) (with Robert B. Thompson) (Symposium).
  • Corporate Governance, Capital Markets, and Securities Law, in The Oxford Handbook of Corporate Law and Governance (Jeffrey N. Gordon & Wolf–Georg Ringe, eds., 2018).
  • Securities Law and its Enforcers, in Research Handbook on Corporate Crime and Financial Misdealing 219 (Jennifer Arlen, ed., 2018) (with Stephen J. Choi).
  • Insider Trading Law and the Ambiguous Quest for Edge, Book Review: Sheelah Kolhatkar, Black Edge (2017), 116 L. Rev. 945 (2018).
  • Piling On? An Empirical Study of Parallel Derivative Suits, 14 Empirical Leg. Stud. 653 (2017) (with Stephen J. Choi & Jessica Erickson).
  • The SEC’s Shift to Administrative Proceedings: An Empirical Assessment, 34 Yale J. Reg. 1 (2017) (with Stephen J. Choi).
  • Comment, Toward a Theory of Motion Practice and Settlement, 173(1) Inst. & Theoretical Econ. 168 (2017) (Symposium).
  • Do Delaware CEOs Get Fired? 74 Banking & Fin. 85 (2017) (with Murali Jagannathan).
  • The SEC, Administrative Usurpation, and Insider Trading, 69 L. Rev. Online 55 (2016).
  • Carrot or Stick? The Shift from Voluntary to Mandatory Disclosure of Risk Factors, 13 Empirical Leg. Stud. 266 (2016) (with Karen K. Nelson).
  • SEC Investigations and Securities Class Actions: An Empirical Comparison, 13 Empirical Leg. Stud. 27 (2016) (with Stephen J. Choi).
  • Halliburton II: A Loser’s History, 10 Duke J. Con. L. & Pub. Pol. 27 (2015) (Symposium).
  • Dirks and the Genesis of Personal Benefit, 68 SMU L. Rev. 857 (2015) (Symposium).
  • History Says Newman Is Faithful To Dirks, Law 360 (August 14, 2015).
  • From Basic to Halliburton: Judges made the securities class action mess, but who can clean it up?, 37 Regulation 20 (Winter 2014-2015) (with M. Todd Henderson).
  • The Influence of Arbitrator Background and Representation on Arbitration Outcomes, 9 L. & Bus. Rev. 43 (2014) (with Stephen J. Choi & Jill E. Fisch)
  • How to fix securities class actions? Ask shareholders, CNBC, http://www.cnbc.com/id/102161331 (Nov. 6, 2014 (with M. Todd Henderson).
  • Halliburton Will Raise Cost Of Securities Class Actions, Law 360 (July 2, 2014) (with M. Todd Henderson).
  • Frequent Filers: The Problems of Shareholder Lawsuits and the Path to Reform, S. Chamber Institute for Legal Reform (2014) (with Stephen J. Choi & Jessica Erickson).
  • Scandal Enforcement at the SEC: The Arc of the Option Backdating Investigations, 15 Am L. & Econ. Rev. 542 (2013) (with Stephen J. Choi & Anat Wiechman).
  • Frequent Filers: Repeat Plaintiffs in Shareholder Litigation, U.S. Chamber Institute for Legal Reform (2013) (with Stephen J. Choi & Jessica Erickson).
  • Launching the Insider Trading Revolution: SEC v. Capital Gains Research Bureau, in Research Handbook on Insider Trading 33 (Stephen M. Bainbridge, ed., 2013).
  • Revisiting “Truth in Securities Revisited”: Abolishing IPOs and Harnessing Private Markets in the Public Good, 36 Seattle U. L. Rev. 999 (2013) (Symposium), reprinted in 55 Prac. Comm. 653 (2013).
  • The Supreme Court’s Impact on Securities Class Actions: An Empirical Assessment of Tellabs, 28 L., Econ., & Org. 850 (2012) (with Stephen J. Choi).
  • Facebook, the JOBS Act, and Abolishing IPOs, 35 Regulation 12 (No. 3, Fall 2012).
  • Securities Law in the Roberts Court: Agenda or Indifference? 37 Corp. L. 105 (2011), reprinted in Business Law in the Roberts Court 94 (Jonathan H. Adler, ed., 2016).
  • The Price of Pay to Play in Securities Class Actions, 8 Empirical Leg. Stud. 650 (2011) (with Stephen J. Choi & Drew Johnson-Skinner).
  • Securities Class Actions Move North: A Doctrinal and Empirical Analysis of Securities Class Actions in Canada, 47 Alberta L. Rev. 881 (2010) (with Janis P. Sarra).
  • Populist Retribution and International Competition in Financial Services Regulation, 43 Creighton L. Rev. 335 (2010) (Symposium).
  • Attorneys as Arbitrators, 39 Leg. Stud 109 (2010) (with Stephen J. Choi & Jill E. Fisch).
  • London as Delaware? 78 Cin. L. Rev. 473 (2009) (Symposium), published in revised form in 32 Regulation 22 (No. 3, Fall 2009), reprinted in 52 Corp. Prac. Comm. 783 (2010).
  • The Role of Independent Directors in Corporate Groups, 9 Korean L. 1 (2009), reprinted in Korean Business Law (Hwa-Jin Kim, ed., 2012).
  • Securities Law and the New Deal Justices, 95 L. Rev. 841 (2009) (with Robert B. Thompson) (Symposium).
  • The Screening Effect of the Private Securities Litigation Reform Act, 6 Empirical Leg. Stud. 35 (2009) (with Stephen J. Choi & Karen K. Nelson).
  • Can Shareholders Waive the Fraud-on-the-Market Presumption of Reliance?, Securities Docket (November 17, 2008).
  • Encyclopedia of the Supreme Court of the United States, (David S. Tanenhouse, ed., 2008).
    • The Definition of a Security
    • Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976)
    • Securities and Exchange Commission v. Ralston Purina Co., 346 U.S. 119 (1953)
  • ‘Basic’ error ·is ·focus ·on ·loss, Nat. L.J. (September 22, 2008).
  • Stoneridge Investment Partners v. Scientific-Atlanta.: The Political Economy of Securities Class Action Reform, 2007-2008 Cato Supreme Court Review 217 (Ilya Shapiro, ed., 2008).
  • Do the Merits Matter More? The Impact of the Private Securities Litigation Reform Act, 23 L., Econ., & Org. 627 (2007) (with Marilyn F. Johnson & Karen K. Nelson).
  • Well-Known Seasoned Issuers in Canada, in Canada Steps Up, Vol. 5 (Task Force to Modernize Securities Legislation, ed. 2006), excerpted in Mary G. Condon, Anita I. Anand, Janis P. Sarra and Sarah Bradley, Securities Law in Canada: Cases and Commentary (3rd edition 2016).
  • The Irrational Auditor and Irrational Liability, 10 Lewis & Clark L. Rev. 19 (2006) (Symposium).
  • The Regulation of Public Auditing in Canada and the United States: Self-Regulation or Government Regulation?, Fraser Institute (2006) (with Poonam Puri).
  • Do Institutions Matter? The Impact of the Lead Plaintiff Provision of the Private Securities Litigation Reform Act, 83 U. L.Q. 869 (2005) (with Stephen J. Choi & Jill E. Fisch). (Symposium), reprinted in 48 Corp. Prac. Comm. 607 (2006). Selected for Top 10 Corporate and Securities Articles of 2006.
  • The SEC at 70: Time for Retirement? 80 Notre Dame L. Rev. 1073 (2005) (Symposium).
  • What Counts as Fraud? An Empirical Study of Motions to Dismiss Under the Private Securities Litigation Reform Act, 2 Empirical Leg. Stud. 125 (2005) (with Hillary A. Sale).
  • Should Issuers Be On the Hook for Laddering? An Empirical Analysis of the IPO Market Manipulation Litigation, 73 Cin. L. Rev. 179 (2004) (with Stephen J. Choi) (Symposium).
  • Tender Offers by Controlling Shareholders: The Specter of Coercion and Fair Price, 1 Berkeley Bus. L.J. 83 (2004) (Symposium).
  • Behavioral Economics and the SEC, 56 L. Rev. 1 (2003) (with Stephen J. Choi), reprinted in 46 Corp. Prac. Comm. 121 (2004), and Economics of Securities Law (Geoffrey P. Miller, ed., 2016).
  • Justice Lewis F. Powell, Jr. and the Counter-Revolution in the Federal Securities Laws, 52 Duke L.J. 841 (2003), reprinted in 45 Prac. Comm. 727 (2004).
  • Selected: Top 10 Corporate and Securities Articles of 2003.
  • Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments, 58 Fin. 1087 (2003) (with Stephen P. Ferris & Murali Jagannathan).
  • Self-Regulation and Trust in the Securities Markets, Self-Regulatory Institutions in the Korean Securities Markets (Hwa-Jin Kim ed., 2002), published in revised form as Self-Regulation and Securities Markets, 26 Regulation 32 (No. 1, Spring 2003).
  • Should Congress Repeal Securities Class Action Reform?, Cato Policy Analysis 471 (2003), published in revised form as Congress Should Not Repeal the Private Securities Litigation Reform Act,  USA Today Magazine 18 (September 2003), reprinted in After Enron: Lessons for Public Policy (William A. Niskanen, ed., 2004).
  • Who Cares? 80 U. L.Q. 883 (2002) (Symposium).
  • Statutes with Multiple Personality Disorders: The Value of Ambiguity in Statutory Design and Interpretation, 54 Stan. L. Rev. 629 (2002) (with Joseph A. Grundfest).
  • Constitutional Federalism, Individual Liberty and the Securities Litigation Uniform Standards Act of 1998, 78 Wash. U. L.Q. 435 (2000) (Symposium).
  • In re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting from the Interpretation of the Private Securities Litigation Reform Act’s Pleading Standard, 73 Cal. L. Rev. 276 (2000) (with Marilyn F. Johnson & Karen K. Nelson), reprinted in 43 Corp. Prac. Comm. 477 (2001), excerpted in Thomas W. Joo, Corporate Governance: Law, Theory, and Policy (2004).
  • Markets as Monitors: A Proposal To Replace Class Actions with Exchanges as Securities Fraud Monitors, 85 L. Rev. 925 (1999), reprinted in 33 Securities L. Rev. 255 (2001).
  • A Little Cash, a Lot More Donors, Detroit Free Press 11A (Sept. 28, 1999) (with Donald J. Boudreaux).
  • Finding the Constitution: An Economic Analysis of Tradition’s Role in Constitutional Interpretation, 77 N.C. L. Rev. 409 (1999) (with Todd J. Zywicki), reprinted in Economic Approaches to Legal Reasoning and Interpretation (Brian Bix, ed. 2018).
  • Constitutions and Spontaneous Orders: A Response to Professor McGinnis, 77 N.C. L. Rev. 537 (1999) (with Todd J. Zywicki).
  • The Securities Litigation Uniform Standards Act of 1998: The Sun Sets on California’s Blue Sky Laws, 54 Law. 1 (1998) (with David M. Levine), excerpted in Robert W. Hamilton, Corporations (Including Partnerships and Limited Liability Partnerships) (7th ed., 2001).
  • United States v. O’Hagan: Agency Law and Justice Powell’s Legacy for the Law of Insider Trading, 78 U. L. Rev. 13 (1998), reprinted in 40 Corp. Prac. Comm. 307 (1999), 31 Securities L. Rev. 325 (1999), and Insider Trading (Stephen M. Bainbridge, ed., 2012).
  • Legalize It? A Demand-Side Strategy for the War on Drugs, 2 Chi. Pol’y Rev. 51 (1997).
  • United States v. O’Hagan: Supreme Court Affirms Validity of Misappropriation Theory of Insider Trading, 2:3 Rep. 2 (1997) (with Richard H. Walker).
  • Auctioning Justice: Legal and Market Mechanisms for Allocating Criminal Appellate Counsel, 34 Am. Crim. L. Rev. 1161 (1997).
  • The New Securities Class Action: Federal Obstacles, State Detours, 39 Ariz. L. Rev. 641 (1997) (with Richard H. Walker & David M. Levine) (Symposium).
  • Book Review: Leonard W. Levy, License to Steal (1996), 16 Cato J. 152 (1996) (with Donald J. Boudreaux).
  • Civil Forfeiture and the War on Drugs: Lessons from Economics and History, 33 San Diego L. Rev. 79 (1996) (with Donald J. Boudreaux).
  • Innocence Lost: Bennis v. Michigan and the Forfeiture Tradition, 61 L. Rev. 593 (1996) (with Donald J. Boudreaux).
  • Would you like to forfeit your house? Times A22 (March 15, 1996) (with Donald J. Boudreaux).
  • Civil Forfeiture as a ‘Sin Tax,’ Independent Policy Report (1996), reprinted in Taxing Choice: The Predatory Politics of Fiscal Discrimination (William F. Shughart II, ed., 1997) (with Donald J. Boudreaux).
  • O’Melveny & Myers v. FDIC: Imputation of Fraud and Optimal Monitoring, 4 Ct. Econ. Rev. 179 (1995).
  • The Price of Prohibition, 36 L. Rev. 1 (1994) (with Donald J. Boudreaux), reprinted in Franklin W. Zimring & Bernard Harcourt, Criminal Law and the Regulation of Vice (2007).
  • Reassessing the Role of the Independent Judiciary in Enforcing Interest-Group Bargains, 5 Pol. Econ. 1 (1994) (with Donald J. Boudreaux).
  • Rewriting the Constitution: An Economic Analysis of the Constitutional Amendment Process, 62 Fordham L. Rev. 111 (1993) (with Donald J. Boudreaux), reprinted in Constitutional Political Economy (Stefan Voight, ed. 2003).
  • Note: Government Promises and Due Process: An Economic Analysis of the “New Property,” 77 L. Rev. 1053 (1991).

 

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The Florida Constitutional Law Endowment in memory of Justice Ben F. Overton was created by Judge Karen Miller in 2013. This fund supports lectures and presentations by Justices of the Florida Supreme Court at the Fredric G. Levin College of Law.

HISTORY

Justice Overton, who earned his B.S. in 1951 and his Juris Doctor in 1952 from the University of Florida, was the first merit appointment to the Florida Supreme Court. Throughout his career he was active in legal education and served as an Adjunct Professor at the Levin College of Law through December 2012, the month of his death. Although he resided at Oak Hammock at the University of Florida, a continuing care retirement community developed in cooperation with UF, he also considered the Florida Supreme Court “home.” Among the high points of his later years was hosting Justices of the Florida Supreme Court in Gainesville and taking his class to Tallahassee to hear oral arguments at the Florida Supreme Court.
Judge Miller, who earned her B.S. cum laude from New York University in 1974 and her Juris Doctor from New York Law School in 1977, served as Chief Administrative Law Judge of the New York City Department of Consumer Affairs, New York City’s business regulatory agency, before she retired to Oak Hammock at the University of Florida. Having accompanied Justice Overton on his excursions to Tallahassee and joined him in welcoming guests to Oak Hammock at the University of Florida, she created the endowment in memory of Justice Overton to ensure that the Levin College of Law continues to have the funding necessary to continue and enhance the interaction between its students and the Florida Supreme Court.

 

Judge Miller remembered the event that motivated the endowment.

 

Prior to a dinner at the home of Dean Robert Jerry and Lisa Jerry shortly after Justice Overton’s death, Justice Barbara Pariente and I were discussing a suitable memorial. Justice Pariente, who had been Justice Overton’s colleague on the Florida Supreme Court and who understood the importance to him of the interaction between his students and the Court, suggested the outline of what has become the Overton lectures. Dean Jerry, who has since retired, as has Dean Emeritus Jon Mills, who assumed responsibility for implementing the Overton lectures, were very supportive from the beginning. Since Dean Mills’ retirement, Professor Timothy McClendon, who assisted both Justice Overton and Dean Mills teaching Florida Constitutional Law and who co-authored the recent Florida Constitutional Law casebook, has continued the Overton lectures with the support of Interim Dean Merritt McAlister and CGR director, Professor Danaya Wright.

Justice Overton was a devoted jurist, educator, and ethical leader of the Florida legal profession. The Overton Lecture Series brings Florida Supreme Court Justices to the University of Florida, Levin College of Law, and serves to introduce students to the inner workings of the Court. CGR and the students of the College of Law extend our deepest gratitude to Judge Karen Miller for making the Overton Lectures possible in perpetuity.

You can watch an interview for the Florida Historical Society by Mary Adkins, professor emeritus of the UF Levin College of Law, with Justice Overton here.

Justice Overton was also interviewed for the Samuel Proctor Oral History Project and a transcript of his interview is available at the Smathers Library, and here.
Justice Overton sat on the Constitution Revision Commission of 1977-78 that proposed a right to privacy in the Florida Constitution. Although it failed as part of the Constitution Revision Commission recommendations, it passed in 1980 when proposed by the legislature. The bill was co-sponsored by our very own Jon Mills. The privacy provision prevailed by greater than 60%. Justice Overton then wrote a concurrence in a critical reproductive rights case in 1989 affirming that the privacy provision of the Florida Constitution included the right to obtain an abortion. That decision was overruled in Planned Parenthood of SW and Central Florida v. Florida. You can read about the role of Justice Overton, Jon Mills – director emeritus of CGR, and the history of the 1989 case here.