Individual civil liability under the federal securities laws for misstatements in corporate SEC filings

Last fall, amid the sound and fury of the "pleading standards" debate under the Private Securities Litigation Reform Act (PSLRA), the Ninth Circuit quietly reaffirmed the basic principle that a CEO who, acting knowingly or recklessly, signs a materially false or misleading corporate SEC filing may not escape liability under Section 10(b) and Rule 10b-5 by arguing that he was a bystander to the preparation of that filing This Article discusses the background and the implications of the Ninth Circuit's ruling with respect to both primary and "control person" liability For signers of corporate annual and periodic reports, the current state of the law on liability for secondary actors in false statements cases after Central Bank, the so-called group pleading or group publication doctrine, and the many additional statutes and rules that the SEC may use against corporate officials whose companies file false or misleading disclosures with the Commission.