Douglas W. Greene

Douglas W. Greene

Lane Powell PC

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Fixing the Economics of Securities Class Action Defense: Nationwide Defense by Regional Firms

In my last D&O Discourse post, I discussed why changes to the securities litigation defense bar are inevitable: in a nutshell, the economic structures of the typical securities defense firms – mostly national law firms –...more

9/1/2015 - Big Law Class Action D&O Insurance Discovery Forum Litigation Fees & Costs Securities Litigation

The Future of Securities Class Action Litigation

Securities litigation has a culture defined by multiple elements: the types of cases filed, the plaintiffs’ lawyers who file them, the defense counsel who defend them, the characteristics of the insurance that covers them,...more

7/31/2015 - Books & Records Class Action D&O Insurance Demand Futility Derivative Suit Securities Litigation Shareholder Activism Shareholder Litigation

Hey There Fellow Securities Defense Lawyers: Omnicare is GOOD for Us!

If correctly understood and applied, the Supreme Court’s decision in Omnicare, Inc. v. Laborers Dist. Council Const. Industry Pension Fund, 135 S. Ct. 1318 (2015), will allow corporate officers to speak more freely, without...more

6/22/2015 - Board of Directors Corporate Officers Directors False Statements Omnicare Omnicare v Laborers District Council SCOTUS Statement of Opinion

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

5/27/2015 - Bylaws Corporate Counsel Corporate Governance Exclusive Forum Forum Selection Clause Mergers Private Securities Litigation Reform Act of 1995 Shareholder Litigation

Supreme Court’s Omnicare Decision Follows Middle Path Advocated by Lane Powell and Washington Legal Foundation

In the March 24 opinion issued in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (Omnicare), the Supreme Court rejected the two extremes advocated by the parties regarding how the truth or...more

3/27/2015 - Issuers Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

Supreme Court’s Omnicare Decision Follows Middle Path Advocated by Lane Powell and WLF

In the opinion issued yesterday in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), the Supreme Court rejected the two extremes advocated by the parties regarding how the truth or...more

3/26/2015 - Misleading Statements Omnicare Omnicare v Laborers District Council Pharmacies Registration Statement SCOTUS Section 11 Securities Act of 1933 Securities Fraud

Cybersecurity Securities Class Actions: A Wave or Trickle?

One of the foremost uncertainties in securities and corporate governance litigation is the extent to which cybersecurity will become a significant D&O liability issue. Although many D&O practitioners have been bracing for a...more

3/18/2015 - Class Action Cybersecurity D&O Insurance Data Breach Popular

Securities Litigation Economics: A Blast from the Past

Securities litigation headlines are dominated by mega-cases. But the majority of securities class actions are brought against smaller companies. And it appears that plaintiffs’ lawyers are filing an increasingly large number...more

2/2/2015 - Big Law Board of Directors Class Action Corporate Officers D&O Insurance Securities Securities Litigation

Top 5 Securities and Corporate Governance Litigation Developments of 2014

This year will be remembered as the year of the Super Bowl of securities litigation, Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), 134 S. Ct. 2398 (2014), the case that finally gave the Supreme Court the...more

12/23/2014 - Basic v Levinson Boeing Corporate Governance Fraud-on-the-Market Halliburton v Erica P. John Fund Omnicare v Laborers District Council Popular SCOTUS SEC v Citigroup Securities Wal-Mart

Sixth Circuit again Demonstrates the Need for the Supreme Court to Clarify the Standard for Judging the Falsity of Opinions

On November 3, 2014, the U.S. Supreme Court will hear oral argument in Laborers District Counsel Construction Industry Pension Fund v. Omnicare, Inc., which concerns the standard for judging the falsity of an opinion...more

11/3/2014 - False Statements Omnicare SCOTUS Section 11 Securities Act of 1933

The Root Cause of Skyrocketing Securities Class Action Defense Costs

Why do the costs of defending securities class actions continue to increase? Because of my writing on the subject) I’m asked about the issue a lot. My answer has evolved from blaming biglaw economics – a combination of...more

9/10/2014 - Big Law Board of Directors Class Action Corporate Officers D&O Insurance Derivative Suit Litigation Fees & Costs Litigation Strategies Securities Securities Litigation Shareholder Litigation Shareholders

First Take on Halliburton II: The Price-Impact Rule May Not Have Much Practical Impact

Yesterday’s Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc. (Halliburton II) may well have the lowest impact-to-fanfare ratio of any Supreme Court securities decision. Despite the social-media-fueled...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

Cybersecurity Securities Class Actions are Coming: Predictions, Analysis, and Practical Guidance

Last fall, I wrote about board oversight of cybersecurity and derivative litigation in the wake of cybersecurity breaches. I plan to update my thoughts later this year, after we see developments in the recently filed Target...more

5/21/2014 - Class Action Corporate Counsel Corporate Governance Corporate Officers Cybersecurity Data Breach Derivative Suit Disclosure Requirements Risk Management Securities Securities Litigation Target Wyndham

D&O Discourse Authors Davis and Greene to File Amicus Brief in Omnicare Case

My partner Claire Loebs Davis and I are honored to be working with Washington Legal Foundation on a U.S. Supreme Court amicus brief in the Omnicare securities class action. Omnicare concerns what makes a statement of opinion...more

4/15/2014 - Board of Directors Class Action Corporate Officers D&O Insurance Omnicare SCOTUS Securities

Ineffective Motions to Dismiss Erode the Power of the Reform Act

In 1995, public companies and their directors and officers received one of the greatest statutory gifts in the history of American corporate law: the Private Securities Litigation Reform Act. The Reform Act established...more

4/1/2014 - Complex Litigation Litigation Strategies Motion to Dismiss PLSRA

Public Companies, Beware! Safe Harbor Protection Requires Thoughtful Warnings and a Sophisticated Defense

Public companies around the country labor under the misunderstanding that the Private Securities Litigation Reform Act’s “Safe Harbor” provision protects them from liability for publicly announced earnings guidance and other...more

2/10/2014 - Compliance Employer Liability Issues PSLRA Safe Harbors

Derivative Litigation Representation: Strategic and Ethical Issues

Shareholder litigation comes in waves. There is a widespread belief that the next big wave will be shareholder derivative litigation – a shareholder’s assertion of a claim belonging to the corporation, typically brought...more

2/6/2014 - Derivative Suit Ethics Litigation Strategies

Practical Tips For Avoiding Securities Litigation, Understanding D&O Insurance, And Selecting Defense Counsel

In my last post of 2013, I thought I’d share some thoughts about how public companies can better protect themselves against securities claims – practical steps companies can take to help them avoid suits, mitigate the risk if...more

12/30/2013 - C-Suite Executives Compliance Corporate Counsel Corporate Governance D&O Insurance

Is the Demise of the Fraud-on-the-Market Doctrine Near? Be Careful What You Wish For

At long last, the United States Supreme Court is going to address the viability and/or prerequisites of the fraud-on-the-market presumption of reliance established by the Court in 1988 in Basic v. Levinson. Securities...more

11/18/2013 - Federal Rules of Civil Procedure Fraud Fraud-on-the-Market FRCP 23(b)(3) Halliburton Private Securities Litigation Reform Act of 1995 Rule 10(b) SCOTUS

Is the Biggest Name Really the “Safest” Choice for Securities Class Action Defense?

When I moved my securities litigation practice to a regional law firm from biglaw, I made a bet. I bet that public companies and their directors and officers would be willing to hire securities defense counsel on the basis...more

11/11/2013 - Big Law Complex Litigation Corporate Counsel Law Practice Management

Falsity is Fundamental: The Case for Emphasizing Arguments against Falsity

In defending a securities class action, a motion to dismiss is almost automatic, and in virtually all cases, it makes good strategic sense. In most cases, there are only four main arguments...more

10/8/2013 - Class Action False Statements Litigation Strategies Loss Causation Motion to Dismiss Pleading Standards Safe Harbors Scienter

Board Oversight of Cyber Security and Cyber-Security Disclosures: Answers to Some of the Key Questions

Cyber security is top of mind for companies, and cyber-security oversight is top of mind for corporate directors. I recently co-moderated a panel discussion for directors on board oversight of cyber security and...more

10/3/2013 - Board of Directors Business Judgment Rule Class Action Corporate Counsel Corporate Governance Cyber Insurance Cybersecurity Data Protection Disclosure Requirements Fiduciary Duty

Public Companies Beware: Safe Harbor Protection Requires Thoughtful Warnings and a Sophisticated Defense

Public companies around the country labor under a misunderstanding: that the Private Securities Litigation Reform Act’s Safe Harbor protects them from liability for their guidance and projections if they simply follow the...more

9/4/2013 - Disclosure Requirements Employer Liability Issues Private Securities Litigation Reform Act of 1995 Safe Harbors

Matrixx Did Not, and Could Not, Authorize Shortcuts in Reform Act Scienter Analysis, Despite Plaintiffs’ Claims to the Contrary

As I have previously written, the Sixth Circuit’s erroneous interpretation of the scienter component of the Supreme Court’s decision in Matrixx Initiatives, Inc. v. Siracusano, 131 S. Ct. 1309 (2011), is one of the biggest...more

8/20/2013 - Disclosure Requirements Misrepresentation Pharmaceutical Prescription Drugs Private Securities Litigation Reform Act of 1995 Scienter SCOTUS

SEC’s Shift in No-Admit-or-Deny Policy Would Create Dilemma for Defendants if Applied in Close Cases

Last Tuesday, new SEC Chairman Mary Jo White said at The Wall Street Journal’s annual CFO Network Event that the SEC “in certain cases” will seek admissions of liability as part of settlements. The statement made headlines,...more

6/26/2013 - D&O Insurance Enforcement Actions Mary Jo White Neither Admit Nor Deny Settlements SEC Settlement

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