Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more
9/12/2022
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Fiduciary Duty ,
Materiality ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA
Takeaways -
The Supreme Court heard arguments in December 2021 in a case that could raise the bar for pleading ERISA fiduciary claims.
A split developed in the circuits in 2021 on the arbitrability of ERISA claims,...more
This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more
10/22/2021
/ Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Enforcement Actions ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Loss Causation ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose
Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more
6/9/2021
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Fiduciary Duty ,
Pleading Standards ,
PSLRA ,
Putative Class Actions ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021.
Derivative Litigation -
Second Circuit Reverses Summary Judgment...more
3/8/2021
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Fiduciary Duty ,
Loss Causation ,
Mergers ,
Pleading Standards ,
Ponzi Scheme ,
Proxy Statements ,
PSLRA ,
Shareholder Litigation
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020.
Class Certification
- Cryptocurrency – Definition of a Security
- Derivative...more
12/11/2020
/ Breach of Duty ,
Class Action ,
Class Certification ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivative Suit ,
EBITDA ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Whistleblowers
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
8/27/2020
/ Arbitration Agreements ,
Best Interest Standard ,
Board of Directors ,
Bylaws ,
Corporate Counsel ,
Corwin Doctrine ,
Derivative Suit ,
Fiduciary Duty ,
Forum Selection ,
Investment Advisers Act of 1940 ,
Judicial Notice ,
Loss Causation ,
Material Misstatements ,
Mergers ,
MFW ,
Omissions ,
Pleading Standards ,
PLSRA ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Settlement ,
Short-Swing Trading ,
Summary Judgment
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
4/6/2020
/ Aiding and Abetting ,
Books & Records ,
Breach of Duty ,
Bylaws ,
CEOs ,
Civil Liability ,
Collateral Estoppel ,
Criminal Convictions ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Exchange-Traded Products ,
False Statements ,
Federal Pleading Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Injunctions ,
Investment Adviser ,
Item 303 ,
Lack of Particularity ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Notice Requirements ,
Price-Fixing ,
PSLRA ,
Pyramid Schemes ,
Registration Statement ,
RICO ,
Scienter ,
Scope of Discovery Requests ,
Section 11 ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Shareholder Votes ,
Summary Judgment
The U.S. Supreme Court today in Retirement Plans Committee of IBM v. Jander, No. 18-1165 (2020) (per curiam), declined to resolve questions about the pleading standard for a breach of fiduciary duty claim against fiduciaries...more
1/15/2020
/ Appeals ,
Breach of Duty ,
Corporate Officers ,
Dismissals ,
Duty of Prudence ,
Employee Retirement Income Security Act (ERISA) ,
Employee Stock Purchase Plans ,
ESOP ,
Failure To Disclose ,
Fiduciary Duty ,
FIfth Third Bancorp v Dudenhoeffer ,
Fraud ,
Inflated Projections ,
Insider Information ,
Misrepresentation ,
Plan Participants ,
Pleading Standards ,
Popular ,
Remand ,
Retirement Plans Committee of IBM v Jander ,
Reversal ,
SCOTUS ,
Securities Violations ,
Vacated
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary...more
11/27/2019
/ Appeals ,
Criminal Convictions ,
Fiduciary Duty ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Materiality ,
Omissions ,
Pleading Standards ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
10/2/2019
/ Acquisitions ,
Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Class Action ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Fair Value Standard ,
Fiduciary Duty ,
Forfeiture ,
Guilty Pleas ,
Insider Trading ,
Investment Adviser ,
Jury Verdicts ,
Market Manipulation ,
Materiality ,
Mergers ,
Misrepresentation ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Offering Documents ,
Omissions ,
Pleading Standards ,
Popular ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more
6/12/2019
/ Acquisitions ,
Appraisal Rights ,
Breach of Duty ,
Fiduciary Duty ,
Investment Advisers Act of 1940 ,
Material Misrepresentation ,
Materiality ,
Mergers ,
Omissions ,
Omnicare ,
Pleading Standards ,
Popular ,
Sarbanes-Oxley ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Litigation ,
Suspicious Activity Reports (SARs)
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between December 2018 and February 2019....more
3/14/2019
/ Appeals ,
Article III ,
Class Action ,
Cryptocurrency ,
Fiduciary Duty ,
Investment Opportunities ,
Loss Causation ,
Mutual Funds ,
Nutraceutical Corp v Lambert ,
Omnicare v Laborers District Council ,
Pleading Standards ,
Ponzi Scheme ,
Popular ,
PSLRA ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
12/7/2018
/ Acquisitions ,
Administrative Law Judge (ALJ) ,
Aiding and Abetting ,
Appointments Clause ,
Breach of Duty ,
Claim Preclusion ,
Class Action ,
Constitutional Challenges ,
Controlling Stockholders ,
Damages ,
Dismissals ,
Enforcement Actions ,
Extraterritoriality Rules ,
Fiduciary Duty ,
Financial Institutions ,
General Partnerships ,
Initial Coin Offering (ICOs) ,
Investment Funds ,
Jurisdiction ,
Lucia v SEC ,
Material Adverse Effects ,
Material Misrepresentation ,
Merger Agreements ,
Mergers ,
MFW ,
Misrepresentation ,
Pleading Standards ,
Popular ,
Proxy Solicitations ,
PSLRA ,
Rule 10(b) ,
Scienter ,
Section 11 ,
Securities ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Squeeze-Out Mergers
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018....
US Supreme Court -
Supreme Court Holds That SEC Administrative Law Judges...more
9/28/2018
/ Acquisitions ,
Administrative Law Judge (ALJ) ,
Appeals ,
Appointments Clause ,
Appraisal ,
Attorney-Client Privilege ,
Class Certification ,
Constitutional Challenges ,
Controlling Stockholders ,
Deal Price ,
Delaware General Corporation Law ,
Disclosure Requirements ,
False Statements ,
Fiduciary Duty ,
Foreign Corporations ,
Insider Trading ,
Lorenzo v SEC ,
Lucia v SEC ,
Mergers ,
Misleading Statements ,
Petition for Writ of Certiorari ,
Pleading Standards ,
Rule 10(b) ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
TRO
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2018 and May 2018.
...more
7/3/2018
/ China Agritech Inc v Resh ,
Chipotle Grill ,
Class Action ,
Class Certification ,
Class Members ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Derivative Suit ,
Deutsche Bank ,
Equitable Tolling ,
Etsy ,
Fiduciary Duty ,
Fraudulent Inducement ,
FRCP 23 ,
Loss Causation ,
Materiality ,
Misrepresentation ,
Omissions ,
Pleading Standards ,
Price-Fixing ,
Proxy Solicitations ,
Putative Class Actions ,
Reversal ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
SLUSA ,
SolarCity ,
State Law Claims ,
Statute of Limitations ,
Subsequent Litigation ,
TD Ameritrade ,
Tesla
This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more
3/27/2018
/ Acquisitions ,
Appraisal ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Buyouts ,
CEOs ,
Claim Preclusion ,
Class Action ,
Class Certification ,
Controlling Stockholders ,
Core Operations Doctrine ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Demand Futility ,
Derivative Suit ,
Director Compensation ,
Entire Fairness Standard ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Fraud-on-the-Market ,
FRCP 9(b) ,
High-Speed Trading ,
Loss Causation ,
Material Misrepresentation ,
Mergers ,
Motion to Amend ,
Petrobras ,
Pharmaceutical Industry ,
Pleading Standards ,
Preponderance of the Evidence ,
Presumption of Reliance ,
Proximate Cause ,
PSLRA ,
Ratification ,
Rebuttable Presumptions ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
Section 220 Request ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SRO ,
Stock Drop Litigation
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2017 and August 2017....more
9/28/2017
/ Acquisitions ,
Appraisal ,
CalPERS ,
CalPERS v ANZ Securities ,
Equitable Tolling ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Materiality ,
Mergers ,
PLSRA ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Standing ,
Statute of Limitations
In This Issue:
- U.S. Supreme Court:
..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015)
- Auditor Liability:
..In re Advanced Battery Techs.,...more
6/2/2015
/ Auditors ,
Books & Records ,
CAFA ,
Class Action ,
Class Certification ,
Derivative Suit ,
Fiduciary Duty ,
Justifiable Reliance ,
Misrepresentation ,
Omissions ,
Pleading Standards ,
Scienter ,
SCOTUS ,
Securities Fraud ,
Settlement ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers