SlowGuess/NeurIPS_2023_OCR huggingface dataset:
Excerpt: 6. Plaintiff Don L. Gross, as set forth in the accompanying certification and incorporated by reference herein, purchased the common stock of KCS during the Cla ss Period and has been damaged thereby. 7. Defendant KCS, headquartered in Kansas City, Missouri, operates railroads in the Midwest and Mexico that run north to south, unlike most other U.S. ra ilroads that run east to west. The Company's stock traded on the NYSE, an ef ficient market, during the Class Period under the ticker symbol "KSU." As of October 11, 2013, there were more than 110 million shares issued and outstanding. 8. Defendant David L. Starling ("Starling"), at all relevant times, served as KCS's President and Chief Executive Officer ("CEO"). Case 4:14-cv-00345-BCW Document 1 Filed 04/15/14 Page 2 of 293 9. Defendant David R. Ebbrecht ("Ebbrecht"), at all relevant times, served as KCS's Executive Vice President and Chief Operating Officer ("COO"). 10. Defendant Patrick J. Ottensmeyer ("Ottensmeye r"), at all relevant times, served as KCS's Executive Vice President Sales & Marketing. 11. Defendant Michael W. Upchurch ("Upchurch"), at all relevant times, served as KCS's Executive Vice President and Chief Financial Officer ("CFO"). 12. Defendants Starling, Ebbrecht, Ottensmeyer and d Upchurch are colloc tively referred to herein as the "Individual Defendants." 13. During the Class Period, the Individual Defendants, as senior executive officers and/or directors of KCS, were privy to confidential and proprietary tary information concerning KCS, its operations, finances, financial condition and present and future business prospects. The Individual Defendants also had access to material adverse non-public information concerning KCS, as discussed in detail below. Because of their positions with KCS, the Individual Defendants had access to non-public information about its busine ss, finances, products, markets and present and future business prospects via interna
Answer: David L Starling, David R Ebbrecht, Patrick J. Ottensmeyer, Michael W. Upchurch
Task name: ssla_plaintiff
Excerpt: 11. Plaintiff, as set forth in the attached certification, purchases ed Catalyst securities at artificially inflated prices during the Class Period and has been damaged upon the revelation of the alleged corrective disclosures. 12. Defendant Catalyst is a Coral Gates, Florida headquartered company located at 355 Albambra Circle Suite 1500 Coral Gates, FL 33134. The common stock is traded on the NASDAQ Stock Market ("NASDAQ") under the ticker symbol "CPRX." 13. Defendant Patrick J. McEnany ("McEna ny") is the Company's co-founder, CEO and President. 14. Defendant Dr. Hubert E. Huckel M.D. ("Huckel") is the Company's co-founder and one of its directors. 15. Defendant Steven R. Miller Ph. D. ("M iller") is the company's COO and CSO. 16. The defendants referenced above in 13-15 are sometimes referred to herein as the "Individual Defendants." DEFENDANTS' WRONGDOING Background Case 1:13-cv-23878-UU Document 1 Entered on FLSD Docket 10/25/2013 Page 4 of 20 5 17. Catalyst is a specialty pharmaceutical company which develops and commercializes drugs treating orphan (rare) neuromuscular and neurological diseases. 18. Lambert-Eaton Myasthenic Syndrome ("LEM S") is an extremely serious disease which is also extremely rare, afflicting about 3.4 persons per million, and about one to two thousand patients in the United States. 19. FDA rules permit so-called "compassionate use" - use of a drug that has not been approved by the FDA outside of clinical trials. A patient may be given drugs under a compassionate use program if the patient may benefit from the treatment, the therapy can be given safely outside the clinical trial setting, no other alternative therapy is available, and the drug developer agrees to provide access to the drug. 20. Jacobus is a tiny privat e pharmaceutical company in New Jersey, with only dozens of employees, and only 35 as of 2009. Jacobus has been manufacturing 3,4 DAP and providing it to patients through a
Answer: Not named
Significance and value Extracting data from legal documents is an extraordinarily resource- and time-intensive effort prone to human error. As a result, there are no known databases of non-securities class action litigation, despite the obvious public policy implications of the class action system. Automation of identification tasks coupled with human approval would improve efficiency and reduce collection costs and data errors. This task may be useful to other legal researchers and industry practitioners extracting structured data from complex texts. Identification is a very simple task that can be done by those with an understanding and familiarity with the underlying legal documents and legal system, but an LLM's ability to accurately and precisely identify entities is a useful metric to assess.
Table 47 - continued from previous page
G.29 Successor Liability
In LEGALBENCH, the Successor Liability task is denoted as successor_liability.
Background When one company sells its assets to another company, the purchaser is generally not liable for the seller's debts and liabilities. Successor liability is a common law exception to this general rule. In order to spot a successor liability issue, lawyers must understand how courts apply the doctrine.
The doctrine holds purchasers of all, or substantially all, of a seller's assets liable for the debts and liabilities of the seller if:
1. the purchaser expressly agrees to be held liable;
2. the assets are fraudulently conveyed to the purchaser in order to avoid liability;
3. there is a de facto merger between the purchaser and seller; or
4. the purchaser is a mere continuation of the seller.
Express agreement is governed by standard contract law rules. In practice, if a purchase agreement contains a provision to assume liabilities, litigation will rarely arise. Courts, however, sometimes interpret an implied agreement in the absence of a written provision.
Assets are fraudulently conveyed when the seller intends to escape liability through a sale or knows that liability will be avoided through a sale.
De facto merger is a multifactor test that consists of (1) continuity of ownership; (2) cessation of ordinary business and dissolution of the acquired corporation as soon as possible; (3) assumption by the purchaser of the liabilities ordinarily necessary for the uninterrupted continuation of the business of the acquired corporation; and (4) continuity of management, personnel, physical location, assets, and general business operation. Some jurisdictions require a showing of all four elements. Others do not, and simply emphasize that the substance of the asset sale is one of a merger, regardless of its form.
Mere continuation typically requires a showing that after the asset sale, only one corporation remains and there is an overlap of stock, stockholders, and directors between the two corporations. There are two variations of the mere continuation exception. The first variation is the "continuity of enterprise" exception. In order to find continuity of enterprise, and thus liability for the purchaser of assets, courts engage in a multifactor analysis. Factors include: (1) retention of the same employees; (2) retention of the same supervisory personnel; (3) retention of the same production facilities in the same physical location; (4) production of the same product; (5) retention of the same name; (6) continuity of assets; (7) continuity of general business operations; and (8) whether the successor holds itself out as the continuation of the previous enterprise. The second variation is the product line exception. This exception imposes liability on asset purchasers who continue manufacturing products of a seller's product line. This exception generally requires that defendants show that the purchaser of assets is able to assume the risk spreading role of the original manufacturer, and that imposing liability is fair because the purchaser enjoys the continued goodwill of the original manufacturer.
Scholars have noted that fraud, de facto merger, and mere continuation (and its variants) overlap. They share the common thread of inadequate consideration, that is, the consideration given in exchange for the assets is unable to fund the liabilities that underwrite those assets. Because of the overlap, different courts might apply different doctrines to identical sets of facts, but arrive at the same policy [49].
Successor liability doctrine is commonly taught in a course on corporate law or business associations in law school. Sometimes it is reserved for upper level courses in corporate finance or mergers and acquisitions. Students are expected to spot successor liability issues and understand how to determine if a successor will be held liable.
Task The Successor Liability task requires an LLM to spot a successor liability issue and identify its relevant exception to no liability. If more than one exception is relevant, the LLM is required to state the additional exception(s). The task does not include identification of the two variations to the mere continuation exception (continuity of enterprise and product line).
Facts	Issue	Relevant exception
Large Incarceration Services purchased a substantial amount of Small Prison's assets last year. The asset purchase agreement expressly disclaimed Small Prison's potential liability for an employment discrimination claim arising out of its prison service activities. Small conveyed its assets to Large because Small's owners were concerned that the liability arising from the lawsuit would lead to bankruptcy. Several months following the asset purchase, Small Prison lost the discrimination lawsuit. The plaintiffs now seek relief from Large Incarceration Services.	successor liability	fraudulent conveyance, mere continuation
Large Incarceration Services purchased a substantial amount of Small Prison's assets last year. The asset purchase agreement expressly assumed any liability arising out of its prison service activities. Several months following the asset purchase, Small Prison lost a number of discrimination lawsuits. The plaintiffs now seek relief from Large Incarceration Services.	successor liability	express agreement
Big Pharma purchases substantially all of DW I's assets. The purchase agreement expressly provides for assumption of only those liabilities necessary for continuing operations of DW I. DW I had developed a successful drug that regulated oxygen levels in the blood. After the purchase of DW I's assets, DW I dissolves. DW I's shareholders maintain ownership in Big Pharma equivalent to their ownership in DW I. In addition, there is some overlap between the two companies' management teams. Moreover, Big Pharma continues to employ seventy percent of DW I's workforce. Past users of DW I's drug bring a mass tort claim against Big Pharma alleging that DW I's drug incorrectly measured oxygen levels in the blood leading to harm.	successor liability	de facto merger, mere continuation
Big Pharma purchases substantially all of DW I's assets. The purchase agreement expressly provides for assumption of only those liabilities necessary for continuing operations of DW I. DW I had developed a successful drug that regulated oxygen levels in the blood. After the purchase of DW I's assets, DW I dissolves. DW I's shareholders do not own any stock in Big Pharma. However, there is some overlap between the two companies' management teams. In addition, Big Pharma continues to employ seventy percent of DW I's workforce. Past users of DW I's drug bring a mass tort claim against Big Pharma alleging that DW I's drug incorrectly measured oxygen levels in the blood leading to harm.	successor liability	mere continuation
Table 48: Examples for successor liability.
G.30 Supply Chain Disclosure Tasks
In LEGALBENCH, the Supply Chain Disclosure Tasks are denoted as supply_chain_disclosure_*.
Background Corporations are frequently legally required to disclose information that may be relevant to investors, regulators, or members of the public. One example of this kind of disclosure requirement is laws that require corporations doing business in particular jurisdictions to provide detailed information on their supply chains, which is intended to ensure that the company's business practices are not supporting things like human trafficking or human rights violations. One example of these kind of disclosure requirements is the California Transparency in Supply Chains Act (CTSCA). The CTSCA applies to corporations that are a: "[1] retail seller and manufacturer [2] doing business in this state [of California] and [3] having annual worldwide gross receipts that exceed one hundred million dollars ($100,000,000)." If a corporation meets these criteria, they are required to post information on five topics:
Verification: "[A]t a minimum, disclose to what extent, if any, that the retail seller or manufacturer . . . [e]ngages in verification of product supply chains to evaluate and address risks of human trafficking and slavery. The disclosure shall specify if the verification was not conducted by a third party."25
- Audits: "[A]t a minimum, disclose to what extent, if any, that the retail seller or manufacturer . . . [c]onducts audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains. The disclosure shall specify if the verification was not an independent, unannounced audit."[26]
- Certification: "[A]t a minimum, disclose to what extent, if any, that the retail seller or manufacturer . . . [r]equres direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business."27
- Accountability: "[A]t a minimum, disclose to what extent, if any, that the retail seller or manufacturer . . . [m]aintains internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking."28
- Training: "[A]t a minimum, disclose to what extent, if any, that the retail seller or manufacturer . . . [p]rovides company employees and management, who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to mitigating risks within the supply chains of products."[29]
In addition to requiring corporations that meet the specified criteria to post disclosures that provide this information, the California Attorney General's office has also posted a guide informing firms of "Best Practices" for what specific information to provide on each of these five topics.[30]
However, prior research has suggested that companies do not always post disclosures that cover each of these topics; and, even when they do, the disclosures are not always consistent with the recommended best practices [27].
Construction process We constructed this task based on an existing dataset of supply chain disclosures. In the summer of 2015, we, with the help of research assistants, we searched the websites of corporations that had previously been identified by an organization called "KnowTheChain" as being required to post supply chain disclosures to be compliant with the California Supply Chain Transparency Act. Through this process, we found disclosures for roughly 400 firms out of roughly 500 firms for which KnowTheChain suggested were required to post disclosures.
For each of these roughly 400 firms, we saved copies of their supply chain disclosures. We then had research assistants read the disclosures and code whether they included each of the five required topics for disclosure and, if so, whether the disclosures on those five topics were consistent with the best practices outlined by the California Attorney General's office.
We convert each of these 10 coded variables into a distinct binary classification task, producing 10 tasks. Table 49 lists each task, along with the precise question used to code the disclosure.
24See California Transparency in Supply Chains Act, CAL. CIV. CODE § 1714.43(a)(1) (West 2012).
25CAL.CIV.CODE § 1714.43(c)(1).
26CAL.CIV.CODE § 1714.43(c)(2).
27CAL.CIV.CODE § 1714.43(c)(3).
28CAL.CIV.CODE § 1714.43(c)(4).
29CAL. CIV. CODE § 1714.43(c)(5).
30CAL. DEP'T OF JUSTICE, THE CALIFORNIA TRANSPARENCY IN SUPPLY CHAINS ACT: A RESOURCE GUIDE (2015), https://oag.ca.gov/sites/all/files/agweb/pdfs/sb657/resource-guide.pdf.
Significance and value Corporate disclosure requirements are a commonly used regulatory tool, but evidence suggests that firms do not always fully comply with these disclosure requirements. The Supply Chain Disclosure task evaluates whether LLMs may be able to determine whether corporations are complying with those disclosure requirements. Because these disclosures are often formatted very differently, written in complex language, and may be designed to obfuscate relevant information, this task provides a useful measure of whether LLMs can parse the content covered in legal documents.
Task	Question
disclosed_verification	Does the statement disclose to what extent, if any, that the retail seller or manufacturer engages in verification of product supply chains to evaluate and address risks of human trafficking and slavery? If the company conducts verification], the disclosure shall specify if the verification was not conducted by a third party.
disclosed_audits	Does the statement disclose to what extent, if any, that the retail seller or manufacturer conducts audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains? The disclosure shall specify if the verification was not an independent, unannounced audit.
disclosed_certification	Does the statement disclose to what extent, if any, that the retail seller or manufacturer requires direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business?
disclosed_accountability	Does the statement disclose to what extent, if any, that the retail seller or manufacturer maintains internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking?
disclosed_training	Does the statement disclose to what extent, if any, that the retail seller or manufacturer provides company employees and management, who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to mitigating risks within the supply chains of products?
best_practice_verification	Does the statement disclose whether the retail seller or manufacturer engages in verification and auditing as one practice, expresses that it may conduct an audit, or expresses that it is assessing supplier risks through a review of the US Dept. of Labor's List?
best_practice_audits	Does the statement disclose whether the retail seller or manufacturer performs any type of audit, or reserves the right to audit?
best_practice_certification	Does the statement disclose whether the retail seller or manufacturer requires direct suppliers to certify that they comply with labor and anti-trafficking laws?
best_practiceaccountability	Does the statement disclose whether the retail seller or manufacturer maintains internal compliance procedures on company standards regarding human trafficking and slavery? This includes any type of internal accountability mechanism. Requiring independently of the supply to comply with laws does not qualify or asking for documentary evidence of compliance does not count either.
best_practice_training	Does the statement disclose whether the retail seller or manufacturer provides training to employees on human trafficking and slavery? Broad policies such as ongoing dialogue on mitigating risks of human trafficking and slavery or increasing managers and purchasers knowledge about health, safety and labor practices qualify as training. Providing training to contractors who failed to comply with human trafficking laws counts as training.
Table 49: Supply Chain Disclosure Tasks
G.31 Telemarketing Sales Rule
In LEGALBENCH, the Telemarketing Sales Rule task is denoted as telemarketing_sales_rule.
Background The Telemarketing Sales Rule (16 C.F.R. Part 310) is a set of regulations promulgated by the Federal Trade Commission to implement the Telemarketing and Consumer Fraud and Abuse Prevention Act. Its purpose is to protect consumers from specified deceptive and abusive telemarketing practices. This task focuses on 16 C.F.R. § 310.3(a)(1) and 16 C.F.R. § 310.3(a)(2), which outline a series of specific telemarketing practices prohibited as "deceptive." 16 C.F.R. § 310.3(a)(1) lists information that must be disclosed to a consumer before a sale is made, and 16 C.F.R. § 310.3(a)(2) lists categories of information that a telemarketer is prohibited from misrepresenting. 16 C.F.R. § 310.2 provides definitions relevant to both of these subsections.
The Telemarketing Sales Rule (TSR) is not commonly taught in law school as its own topic, but may be used as examples in courses on consumer protection law, administrative law, telecommunications law, and the like. Because of its simplicity, it has also been used in beginner-level legal research exercises asking students with finding the TSR in the Code of Federal Regulations and applying it to a set of facts.
Applying the TSR would require an LLM to classify a set of facts as either falling within or outside of the specific prohibitions outlined in the rule. For example, the TSR requires that telemarketers disclose certain material information before a sale is made, such as the total cost of the goods or services, the quantities of goods or services being purchased, and exchange and return restrictions. It also forbids telemarketers from making material misrepresentations as to cost, quantity, quality, endorsement or sponsorship, and the like. In many real-life situations, it would be ambiguous whether certain telemarketer behavior would violate the TSR; for example, it could be contentious whether a given misrepresentation fits the definition of "material." However, this task is limited to clear, unambiguous violations or non-violations, such as if a telemarketer told a consumer that they were selling four apples for four dollars, when in fact they were selling four apples for six dollars.
The following subsections 16 C.F.R. § 310.3(a)(1) and 16 C.F.R. § 310.3(a)(2) were ignored in the task, given their complexity or their reference to other statutes and regulations:
16 C.F.R. § 310.3(a)(2)(vi)
16 C.F.R. § 310.3(a)(2)(viii)
Task The TSR task is meant to test whether an LLM can classify simple sets of facts as describing a violation of the TSR, or not describing a violation of the TSR.
Construction process We manually created 50 samples, such that examples of at least one violation and at least one non-violation of each relevant subsection of 16 C.F.R. § 310.3(a)(1) and 16 C.F.R. § 310.3(a)(2) were present.
Significance and value Determining whether a simple and unambiguous set of facts falls within the ambit of 16 C.F.R. § 310.3(a)(1) or 16 C.F.R. § 310.3(a)(2) would be an easy task for law students and lawyers, as well as many non-lawyers. However, an LLM that was trained to recognize clear violations of consumer protection laws could help administrative agencies like the Federal Trade Commission inform normal citizens of their rights.
Input	Answer
Acme Toys is a telemarketer subject to the Tele-marketing Sales Rule. Acme Toys sold a customer a frisbee. It disclosed the brand of the frisbee, but did not tell the customer the frisbee was manufactured in Portugal. Is this a violation of the Telemarketing Sales Rule?	No
Acme Toys is a telemarketer subject to the Tele-marketing Sales Rule. Acme Toys told a customer that it would sell them a handful of frisbees at a very reasonable price, and that shipping would be $5. Then, the customer agreed to the sale. Is this a violation of the Telemarketing Sales Rule?	Yes
Table 50: Examples for telemarketing_sales_rule
G.32 Textualism Tasks
In LEGALBENCH, the Textualism tasks are denoted as textualism_tool_*.