Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions;
Explore the Sixth Circuit’s recognition of the applicability of the...more
9/4/2024
/ Acquisitions ,
Cryptocurrency ,
DE Supreme Court ,
Derivatives ,
Facebook ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
PSLRA ,
SCOTUS ,
Securities ,
Securities Act of 1933 ,
Securities Exchange Act of 1934
Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions.
Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain...more
The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling...more
Last year marked an increase in federal securities class action filings, with plaintiffs filing 212 cases in 2023, up from 197 in 2022 and ending an overall decline in filings since 2019. Life sciences companies remained...more
In 2023, plaintiffs filed 33 securities class action lawsuits against non-U.S. issuers, down by one from the 34 filings in 2022. This number indicates a continued decline in non-U.S. issuer filings, since a recent high of 88...more
The year 2023 witnessed a recovery in the cryptocurrency and digital assets market corresponding with fewer crypto-related securities class action litigation actions than in 2022. Despite this decrease, the nature of the...more
As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick...more
2/20/2024
/ Banking Sector ,
Biotechnology ,
Class Action ,
Cryptocurrency ,
Derivatives ,
False Statements ,
Infrastructure ,
International Maritime Organization (IMO) ,
Investors ,
Japan ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Philip Morris ,
Private Actors ,
Private Right of Action ,
Regulation S-K ,
Rule 10(b) ,
SCOTUS ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Special Purpose Acquisition Companies (SPACs)
With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit:
The Second...more
Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause;
Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more
7/24/2023
/ Books & Records ,
Capitalization ,
Class Action ,
Coinbase ,
Cryptocurrency ,
Delaware General Corporation Law ,
Derivative Suit ,
Disney ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Mergers ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Waivers
U.S. Supreme Court resolves circuit split created by Ninth Circuit decision which had held that traceability not required in the context of a direct listing.
By requiring traceability, the Supreme Court cabins strict...more
Court of Chancery holds that conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the...more
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we:
Examine the first criminal insider trading prosecution based on a 10b5-1 trading plan;...more
5/15/2023
/ Class Action ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivatives ,
Enforcement ,
Fraud ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Special Purpose Acquisition Companies (SPACs) ,
Trading Plans
The 2022 decline in the cryptocurrency and digital assets market resulted in a year with more crypto securities class action litigation than any previous year. This article explores the 2022 crypto securities class action...more
3/30/2023
/ Class Action ,
Corporate Counsel ,
Crypto Exchanges ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Investors ,
Non-Fungible Tokens (NFTs) ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
In 2022, there were 197 federal securities class actions filed, which is a slight drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. There were...more
2/9/2023
/ Blockchain ,
Certiorari ,
Class Action ,
Cryptocurrency ,
Derivatives ,
Environmental Social & Governance (ESG) ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Settlement ,
Slack ,
Special Purpose Acquisition Companies (SPACs)
In 2022, there were 197 federal securities class actions filed, which is a 6.6% drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. Despite a...more
2/7/2023
/ Blockchain ,
Certiorari ,
Class Action ,
Cryptocurrency ,
Derivatives ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Litigation Strategies ,
SCOTUS ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Special Purpose Acquisition Companies (SPACs)
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more
11/2/2022
/ Bad Faith ,
Breach of Duty ,
Burden of Proof ,
Delaware ,
Derivatives ,
Disclosure Requirements ,
Due Diligence ,
En Banc Review ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Minority Shareholders ,
Mortgage-Backed Securities ,
Regulation FD ,
Risk Assessment ,
Securities Exchange Act ,
Securities Litigation
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine (1) a California appellate court decision upholding a federal forum selection provision; (2) a newly emerging Circuit split over the...more
As previously discussed in our report, “Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies,” 210 federal securities class actions were filed in 2021, a 34% drop from the 319 filings in 2020...more
5/2/2022
/ Acquisition Agreements ,
Class Action ,
D&O Insurance ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure Requirements ,
Duty of Care ,
Merger Agreements ,
Misleading Statements ,
Regulatory Agenda ,
Rulemaking Process ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
In 2021, securities class actions declined compared to the year before, and were significantly less than the number of filings in the previous three years. According to statistics from the Stanford Law School Securities Class...more
The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders...more
1/19/2022
/ Business Judgment Rule ,
Business Plans ,
Capital Raising ,
Entire Fairness Standard ,
Failure To Disclose ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Right of Redemption ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)
As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more
Delaware Supreme Court Articulates a New Standard for Demand Futility and Overturns Gentile v. Rosson - In the third quarter, two new cases from the Delaware Supreme Court altered the legal landscape of derivative actions...more
As securities class actions are being filed at a slower pace over the past year, a few notable developments continued into the second quarter of 2021. In particular, the U.S Supreme Court clarified an important issue...more
Key Takeaways - The Supreme Court clarified its prior securities class-action decisions in Basic v. Levinson (“Basic”), Erica P. John Fund, Inc. v. Halliburton Co. (“Halliburton II”), and Amgen Inc v. Connecticut Retirement...more
For the first time in several years, securities fraud cases declined in 2020, largely due to the pandemic. However, we don’t expect this decrease to continue. Just three months into 2021, there are a number of issues trending...more