The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company...more
The Delaware Supreme Court recently affirmed a Court of Chancery ruling granting a Special Litigation Committee’s motion to terminate a shareholder derivative action that had survived a motion to dismiss. The split decision...more
The Court of Appeals for the Second Circuit yesterday reversed the dismissal of a securities class action alleging fraud based on the defendants’ failure to disclose an SEC investigation into the company’s disclosed...more
A recent Seventh Circuit decision in Seafarers Pension Plan v. Bradway may complicate defendants’ ability to use forum-selection bylaws as a basis for dismissal of derivative suits pleading claims under the Securities...more
1/21/2022
/ Boeing ,
Bylaws ,
Delaware General Corporation Law ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Forum Selection ,
Jurisdiction ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Unenforceable Contract Terms
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
1/20/2022
/ 10b5-1 Plans ,
Acquisition Agreements ,
Enforcement Actions ,
Fiduciary Duty ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Motion to Dismiss ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations
The U.S. Court of Appeals for the Second Circuit held earlier this week that a company’s accurately reported financial statements are not misleading simply because they do not disclose that alleged misconduct might have...more
8/27/2021
/ American Depository Receipts (ADRs) ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Danske Bank ,
Disclosure Requirements ,
Failure To Disclose ,
Financial Statements ,
Money Laundering ,
Publicly-Traded Companies ,
Securities Litigation ,
Securities Transactions ,
Securities Violations
The SEC recently charged a former employee of a biopharmaceutical company with insider trading in advance of an acquisition but with a unique twist: Trading the securities of a company unrelated to the merger. ...more
8/25/2021
/ Acquisition Agreements ,
Enforcement Actions ,
Insider Trading ,
Misappropriation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Securities Violations ,
Stock Options ,
Stock Prices
The Court of Appeals for the Second Circuit held yesterday that a securities-fraud plaintiff cannot establish corporate scienter without pleading facts showing that employees who allegedly knew of underlying corporate...more
The Delaware Supreme Court ruled today that Delaware corporations can adopt charter provisions requiring that actions under the federal Securities Act of 1933 be filed in a federal court. The decision in Salzberg v....more
The Court of Appeals for the Second Circuit yesterday affirmed the dismissal of a securities class action alleging misrepresentations arising from generalized statements about an issuer’s compliance efforts and Code of...more
The Amsterdam Court of Appeal has approved a €1.3 billion collective settlement of claims asserted on behalf of shareholders of the former Fortis (now Ageas). The July 13, 2018 decision again shows that the Dutch Act on...more
The Second Circuit confirmed this week that a "meaningfully close personal relationship" is not required for insider-trading liability where a tipper discloses inside information as a gift with the intent to benefit the...more
6/29/2018
/ Confidential Information ,
Criminal Prosecution ,
Dirks v SEC ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Non-Public Information ,
Personal Benefit ,
Quid Pro Quo ,
Securities Litigation ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman ,
White Collar Crimes
The Second Circuit held recently that putative securities class actions involving transactions in non-U.S.-listed foreign securities require careful scrutiny to determine whether the class members' claims can be litigated on...more
7/10/2017
/ Ascertainable Class ,
Bonds ,
Class Action ,
Comity ,
Commonality ,
Domestic Injury ,
Domestic Securities Transaction ,
Foreign Securities ,
FRCP 23 ,
FRCP 23(b)(3) ,
International Litigation ,
Morrison v National Australia Bank ,
Petrobras ,
Predominance Requirement ,
Putative Class Actions ,
Securities Litigation ,
Split of Authority ,
Standard of Review ,
Unlisted Securites
The U.S. Supreme Court ruled this week that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/28/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The U.S. Supreme Court ruled today that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/27/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The Amsterdam Court of Appeal denied approval of the €1.204 billion collective settlement of former Fortis (now Ageas) shareholders’ claims unless the parties agree to restructure the allocation of the settlement amount among...more
6/20/2017
/ Ageas ,
Appeals ,
Attorney's Fees ,
Belgium ,
Class Action ,
EU ,
International Litigation ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
Securities Litigation ,
Settlement ,
Shareholders
A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more
3/22/2017
/ Buyers ,
Confidential Information ,
Confidentiality Agreements ,
Duty of Trust ,
Enforcement Actions ,
Federal Pleading Requirements ,
Insider Trading ,
Investment Adviser ,
Misappropriation ,
Motion to Dismiss ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers
U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more
As U.S. law has become less willing to entertain certain types of lawsuits on behalf of worldwide classes of plaintiffs, litigants have looked for other forums that might allow the prosecution – or at least the resolution –...more
10/18/2016
/ BP ,
Class Action ,
Collective Actions ,
Declaratory Judgments ,
Deepwater Horizon ,
EU ,
Investors ,
Litigation Strategies ,
Netherlands ,
Oil & Gas ,
Securities ,
Securities Litigation ,
Settlement ,
Shareholders
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
The U.S. Court of Appeals for the Second Circuit has allowed the defendants in the Petrobras securities litigation to pursue an immediate appeal from the District Court’s order certifying classes of investors who had...more
6/21/2016
/ Amicus Briefs ,
Ascertainable Class ,
Class Certification ,
Corporate Counsel ,
Extraterritoriality Rules ,
FRCP 23(f) ,
Morrison v National Australia Bank ,
Petrobras ,
Putative Class Actions ,
Securities Litigation ,
SIFMA
Cornerstone Research’s latest annual report discloses that the number and average size of securities class-action settlements increased in 2015 as compared to 2014. Total settlement dollars rose to more than $3 billion –...more
The U.S. Court of Appeals for the Second Circuit reinforced the stringency of the new standard for liability in securities cases arising from allegedly misleading statements of opinion. Construing the Supreme Court's 2015...more
The United States District Court for the Southern District of New York yesterday certified two classes of investors who had purchased Petrobras securities on U.S. exchanges or in other U.S. transactions. The February 2, 2016...more
The narrowing of the federal securities laws’ applicability to non-U.S. transactions continues. On December 21, 2015, the U.S. District Court for the Southern District of New York held in In re Petrobras Securities Litigation...more