On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., vacating a Second Circuit judgment that had reinstated claims under Section 10(b) of the Securities...more
On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims...more
In York County v. HP, Inc., the U.S. Court of Appeals for the Ninth Circuit further clarified national standards governing the two-year statute of limitations applicable to private claims under Section 10(b) of the Securities...more
In a recent decision, Moab Partners, L.P. v. Macquarie Infrastructure Corporation, the U.S. Court of Appeals for the Second Circuit vacated a lower court’s dismissal of claims under Section 10(b) of the Securities Exchange...more
On March 3, 2023 the Department of Justice (“DOJ”) announced its Compensation Incentives and Clawbacks pilot program (the “Program”), which will become effective March 15, 2023. Consistent with Deputy Attorney General Lisa...more
Looking back, 2022 was light on groundbreaking appellate-level securities decisions. The U.S. Court of Appeals for the Second Circuit, however, closed out the year with a notable decision in Menora Mivtachim Insurance Ltd....more
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled...more
In the first quarter of 2022, federal appellate courts issued a number of thought-provoking (albeit not monumental) decisions addressing the reach of the federal securities laws and, in some cases, highlighting potentially...more
Federal courts closed out 2021 with a flurry of securities decisions in the month of December. In this update, we discuss two decisions involving claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule...more
1/19/2022
/ Coronavirus/COVID-19 ,
Enforcement Actions ,
Infectious Diseases ,
Material Misstatements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Vaccinations
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
12/8/2021
/ Appeals ,
Article III ,
Failure To Disclose ,
Investment ,
Material Misstatements ,
Omissions ,
Pleading Standards ,
Proxy Statements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Standing
On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more
11/2/2021
/ Article III ,
Class Action ,
Direct Listing ,
Investment ,
Misrepresentation ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Slack ,
Standing ,
Unregistered Securities
On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more
The Third Circuit extended American Pipe tolling to the period before a decision on class-certification, opening a new avenue for potential class members to assert otherwise untimely individual securities claims. The Ninth...more
7/15/2021
/ American Pipe & Construction Co. v. Utah ,
Class Action ,
Class Certification ,
Material Misstatements ,
Omissions ,
Presumption of Reliance ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
Tolling ,
Valeant ,
Volkswagen
On June 21, 2021, the United States Supreme Court issued a decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, vacating a decision of the Second Circuit that affirmed certification of a securities...more
6/30/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On June 3, 2021, in Donelson v. Ameriprise Financial Services, Inc., a panel of the U.S. Court of Appeals for the Eighth Circuit ordered class-action allegations in a putative securities fraud class action stricken on the...more
6/14/2021
/ Ameriprise Financial ,
Arbitration ,
Arbitration Agreements ,
Brokerage Accounts ,
Contract Terms ,
Corporate Counsel ,
Discovery ,
FRCP 12(f) ,
Motion to Compel ,
Motion To Strike ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Stock Trades
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as “irrevocable liability”—the point at which...more
On April 23, 2021, in Ford v. TD Ameritrade Holding Corp., a panel of the U.S. Court of Appeals for the Eighth Circuit reversed a district court order certifying a class action alleging that TD Ameritrade committed securities...more
On April 16, 2021, in In re Bibox Group Holdings Ltd. Securities Litigation, Judge Denise Cote of the U.S. District Court for the Southern District of New York dismissed a putative class action alleging registration...more
4/23/2021
/ Blockchain ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Investment Opportunities ,
Putative Class Actions ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Standing ,
Unregistered Securities
On June 21, 2019, in United States v. Lee, Judge Paul G. Gardephe of the U.S. District Court for the Southern District of New York issued an order vacating the guilty plea of a former investment portfolio analyst, Richard...more
6/28/2019
/ Confidential Information ,
Evidence ,
Guilty Pleas ,
Insider Trading ,
Investment ,
Investment Management ,
Personal Benefit ,
SAC Capital ,
Vacated ,
White Collar Crimes ,
Yahoo!
While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal...more
5/13/2019
/ China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Cybersecurity ,
Emulex Corp. v Varjabedian ,
Government Investigations ,
Publicly-Traded Companies ,
Regulatory Violations ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
White Collar Crimes
On June 11, 2018, in China Agritech, Inc. v. Resh, the United States Supreme Court held that the American Pipe tolling doctrine, which suspends the running of the statute of limitations applicable to the claims of individual...more
6/22/2018
/ Appeals ,
China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Class Members ,
Equitable Tolling ,
FRCP 23 ,
Putative Class Actions ,
Reversal ,
SCOTUS ,
Securities Fraud ,
Statute of Limitations ,
Subsequent Litigation
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and...more
1/8/2018
/ Basic v Levinson ,
CalPERS v ANZ Securities ,
Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Digital Realty Trust Inc v Somers ,
Enforcement Actions ,
Indemnification ,
Insider Trading ,
Kokesh v SEC ,
Martoma ,
Omnicare v Laborers District Council ,
Petrobras ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers ,
White Collar Crimes
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more
1/13/2017
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appointments Clause ,
Article II ,
Audits ,
Best Buy ,
C&DIs ,
Class Action ,
Class Certification ,
Compensation & Benefits ,
Confidential Information ,
Constitutional Challenges ,
Consumer Financial Protection Bureau (CFPB) ,
Dirks v SEC ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Form 8-K ,
Fraud-on-the-Market ,
Halliburton v Erica P. John Fund ,
Illegal Tipping ,
Insider Trading ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Janus Capital Group ,
Jurisdiction ,
Loss Causation ,
Mergers ,
Merrill Lynch v Manning ,
Misleading Impressions ,
Omnicare v Laborers District Council ,
Pensions ,
Personal Benefit ,
Pfizer ,
Pharmaceutical Industry ,
PHH Corp. v CFPB ,
Prescription Drugs ,
Regulation S-K ,
Removal For-Cause ,
RESPA ,
Sanofi ,
Securities ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Short Selling ,
Statute of Limitations ,
Stock Prices ,
Unions ,
US v Newman ,
US v Salman ,
Wells Notice ,
Whistleblower Protection Policies
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia