A federal jury in California agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information (“MNPI”) about a different company. The...more
4/8/2024
/ Breach of Duty ,
Confidentiality Agreements ,
Insider Trading ,
Jury Trial ,
Jury Verdicts ,
Mergers ,
Misappropriation ,
MNPI ,
Motion to Dismiss ,
Securities and Exchange Commission (SEC) ,
Summary Judgment
On February 23, the U.S. Court of Appeals for the Fourth Circuit reversed a mid-trial grant of judgment as a matter of law against the Securities and Exchange Commission in a jury trial for insider trading. The decision in...more
The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally...more
1/6/2023
/ Breach of Duty ,
Corporate Counsel ,
Delaware ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investment ,
Mergers ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stocks
One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more
4/25/2019
/ Emulex Corp. v Varjabedian ,
Implied Right of Action ,
Mergers ,
Negligent Misrepresentation ,
Private Right of Action ,
Proxy Solicitations ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Tender Offers
The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more
9/28/2016
/ Appeals ,
Class Action ,
Class Certification ,
Class Members ,
Corporate Counsel ,
Expert Witness ,
Foreign Corporations ,
FRCP 23(b)(3) ,
Loss Causation ,
Mergers ,
Popular ,
Putative Class Actions ,
Securities ,
Securities Litigation ,
Shareholders ,
Stocks ,
Superiority Claims
Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more
The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more
The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more
1/25/2016
/ Attorney's Fees ,
Class Action ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Mergers ,
Preliminary Injunctions ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow
An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more
Yesterday, U.S. District Judge Andrew L. Carter, Jr. rejected the argument by the U.S. Attorney’s Office for the Southern District of New York to limit the Second Circuit’s decision in United States v. Newman to classical...more
1/26/2015
/ Hedge Funds ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Mergers ,
Misappropriation ,
Personal Benefit ,
Portfolio Managers ,
Publicly-Traded Companies ,
Securities ,
Securities Fraud ,
US v Newman