In my paper Multiple Gatekeepers, which was recently accepted for publication in the Virginia Law Review, I extend the literature on gatekeeper liability by considering the possibility that the fraud-deterrence capacity of gatekeepers will be interdependent, and not simply independent as previous scholars have assumed. Put differently, I envisage of gatekeepers as providing an interacting web of protection against wrongdoing. The paper thus goes beyond the unitary conception of the gatekeeper, under which a single gatekeeper is regarded as acting on a transaction or each of multiple gatekeepers is conceived of as being independently capable of deterring wrongdoing. My focus is on business transactions, such as securities offerings and mergers and acquisitions.

In this context, gatekeepers are lawyers, investment bankers, accountants and other actors with the capacity to monitor and control the disclosure decisions of their clients – and thereby to deter securities fraud. After each wave of corporate upheaval, including the recent financial crisis, the spotlight of responsibility invariably falls on gatekeepers for failing to avert the wrongs of their clients. Witness the focus on lawyers’ conduct in the controversial merger of Bank of America and Merrill Lynch. A rich literature on gatekeeper liability has considered what liability regime would lead gatekeepers to deter securities fraud optimally, but has adopted a unitary conception of the gatekeeper.

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