Before he was a judge, Sam Salario led a national firm’s securities and derivative litigation practice. Two pieces from that era — a short take on Halliburton II and a Law360 Q&A — still say a good deal about how he thinks.
In June 2014 the United States Supreme Court decided Halliburton Co. v. Erica P. John Fund, Inc., the case that many expected would end the “fraud on the market” presumption of reliance that has anchored securities class actions since Basic Inc. v. Levinson. It did not. The Court declined to overrule Basic and declined to require plaintiffs to prove that alleged misstatements actually moved the stock price before a class could be certified. But it held that defendants may rebut the presumption at the class-certification stage with evidence that there was no price impact.
Sam Salario, then a partner at Carlton Fields and head of its securities and derivative litigation group, wrote a compact analysis for the firm’s Expect Focus publication under a title that captured the result exactly: “Fraud on the Market Theory Basically Survives.” His point was that the decision was less of a defeat for defendants than the headline suggested. Price-impact evidence gives defendants a tool they did not previously have at certification, and because a lack of price impact often overlaps with arguments about materiality and loss causation — issues courts had kept out of the certification inquiry — the ruling opened a door that the lower courts would have to decide how far to open. More than a decade later, the fight over price impact at class certification remains one of the liveliest in securities litigation.
A year earlier, Law360 had published a Q&A with Sam that Carlton Fields later reprinted. He described the most challenging matter of his career to that point — representing a bank holding company during the real-estate collapse while facing simultaneous investigations by the Justice Department, the SEC, and bank regulators, along with shareholder suits — and argued that shareholder litigation over public-company mergers needed reform, noting that suits followed the overwhelming majority of large deals regardless of whether any breach of duty had occurred. Asked about the mistake he most regretted from early in his career, he said he had been too risk-averse, and that clients are better served by creative approaches when the risks are identified and managed.
The rest of his path is well known: appointment to Florida’s Second District Court of Appeal in 2015, five years of opinions that earned a reputation for care and scholarship, and a return to practice focused on appeals and mediation. The two pieces below are a useful window into the securities litigator he was before the bench — and into a way of thinking about risk that still shows up in his work today.
Read: “Fraud on the Market” Theory Basically Survives — Carlton Fields, Expect Focus (Summer 2014), via Lexology
Read: Q&A With Carlton Fields’ Sam Salario — Law360, May 2013 (reprinted by Carlton Fields)
About Samuel J. Salario, Jr.
Sam Salario is a shareholder in the firm’s Tampa office and a former judge of Florida’s Second District Court of Appeal, where he became known for thoughtful and scholarly opinions. He focuses on appeals and mediations, along with select trial-court representations and issue-based advocacy. Before taking the bench he was a partner at a national law firm, where he led its Securities and Derivative Litigation Practice Group, and he began his career as a law clerk to Judge Wm. Terrell Hodges of the Middle District of Florida.
Publication spotlights summarize work our attorneys have published elsewhere; the views expressed in the original pieces are the authors’ own. Insights posts are offered for general information and are not legal advice.
