Barbarians at the Gatekeepers?: A Proposal for a Modified Strict Liability Regime


This Article fills a few of the gaps in current scholarship about gatekeepers and sets forth a proposal for a modified strict liability regime that would avoid many of the problems and costs associated with the current due diligence-based approaches. Under the proposed regime, gatekeepers would be strictly liable for any securities fraud damages paid by the issuer pursuant to a settlement or judgment. Gatekeepers would not have any due diligence based defenses for securities fraud. Instead, gatekeepers could limit their liability by agreeing to and disclosing a percentage limitation on the scope of their liability for the issuer’s damages.


Lawyers -- Malpractice, Accountants -- Malpractice, Strict liability, Moody's Investors Service Inc., Underwriters Laboratories Inc., Accounting services, Investment banks, Securities fraud, Securities Act of 1933



Frank Partnoy (University of San Diego School of Law)



Publication details



All rights reserved

Peer Review

This article has not been peer reviewed.

File Checksums (MD5)

  • pdf: 4e822ed02136df295c3e1dbf03d03ff4