Ann Ashton

Ann Ashton

Proskauer Rose LLP

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Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Enforcement Proceeding

The U.S. Court of Appeals for the Seventh Circuit held yesterday that federal District Courts do not have subject-matter jurisdiction to entertain challenges to ongoing SEC administrative enforcement proceedings where the...more

8/27/2015 - Article II Bebo v SEC Cease and Desist De Novo Standard of Review Dodd-Frank Due Process Enforcement Actions Equal Protection Fifth Amendment SEC Subject Matter Jurisdiction

Ninth Circuit Disagrees with Second Circuit on Personal-Benefit Requirement for Insider Trading

The U.S. Court of Appeals for the Ninth Circuit appears to have rebuffed aspects of the Second Circuit's recent effort to narrow liability for insider trading. The Ninth Circuit's decision today in United States v. Salman...more

7/7/2015 - Appeals Breach of Duty Confidential Information Disclosure Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit Quid Pro Quo Tippees

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

3/25/2015 - Issuers Omnicare Registration Statement SCOTUS Securities Act of 1933 Statement of Facts Statement of Opinion

Third Circuit Defines "Extraterritorial" Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court's 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/28/2015 - Appeals Cross-Border Transactions Extraterritoriality Rules Market Manipulation Morrison v National Australia Bank OTCBB SCOTUS Securities Securities Exchange Act Securities Fraud Stock Exchange

Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/22/2015 - Appeals Extraterritoriality Rules Morrison v National Australia Bank SCOTUS Securities Securities Exchange Act Securities Fraud

Second Circuit Clarifies Elements of Tippee Liability for Insider Trading

The U.S. Court of Appeals for the Second Circuit recently clarified the elements required to hold a tippee liable for insider trading: a tippee cannot be held liable unless the Government proves that the tippee knew both (i)...more

12/12/2014 - Fiduciary Duty Hedge Funds Insider Trading Portfolio Managers Securities Securities Fraud US v Newman

Business-Judgment Rule Applied in New York to Going-Private Transaction with Procedural Protections

The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more

11/24/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions Minority Shareholders Shareholder Litigation

So Much for Bright-Line Tests on Extraterritorial Reach of U.S. Securities Laws?

In its landmark 2010 decision in Morrison v. National Australia Bank, the Supreme Court articulated what seemed to be a bright-line test for determining the extent to which the U.S. securities laws apply to transactions with...more

8/19/2014 - Bright-Line Rule Cross-Border Extraterritoriality Rules Morrison v National Australia Bank

Whistleblower Antiretaliation Provision Does Not Apply Outside the U.S.

The Court of Appeals for the Second Circuit ruled today that the Dodd-Frank Act's prohibition on retaliation against whistleblowers does not apply extraterritorially. In affirming the dismissal of the case on...more

8/18/2014 - Anti-Retaliation Provisions Corporate Counsel Employer Liability Issues Retaliation Whistleblowers

Presumption of Reliance Survives in Securities Cases, But Defendants Can Dispute Price Impact at Class Certification

The U.S. Supreme Court yesterday declined to abandon the efficient-market theory, with its rebuttable presumption of reliance that enables securities class actions to proceed without proof of actual reliance on alleged...more

6/24/2014 - Basic v Levinson Class Action Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Second Circuit Narrows Reach of Federal Securities Laws as to Foreign Securities Transactions

On May 6, 2014, the U.S. Court of Appeals for the Second Circuit issued a decision clarifying the applicability of the anti-fraud provisions of the Securities Exchange Act of 1934 to transactions in foreign securities. The...more

5/7/2014 - Appeals Extraterritoriality Rules Foreign Equity Securities Foreign Exchanges NYSE SEC Securities Fraud UBS

Delaware Supreme Court Issues Decision Upholding Collateral Estoppel in Shareholder Derivative Actions

The Delaware Supreme Court issued a decision on April 4, 2013, in Pyott v. Louisiana Municipal Police Employees' Retirement System concerning duplicative shareholder derivative actions and the "race to the courthouse" that...more

4/8/2013 - Board of Directors Collateral Estoppel Derivative Suit Full Faith and Credit Pre-Suit Notice

U.S. Supreme Court Rejects Need to Prove Materiality at Class-Certification Stage in Securities Class Actions

The U.S. Supreme Court ruled on February 27, 2013 that a plaintiff need not prove materiality as a prerequisite to obtaining class certification in a securities class action. The Court's ruling in Amgen Inc. v. Connecticut...more

2/28/2013 - Amgen Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Rebuttable Presumptions SCOTUS Securities Fraud Securities Litigation

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