Mark Foster

Mark Foster

Morrison & Foerster LLP

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Believe It or Not? In Omnicare, the Supreme Court Considers the Standard of Liability for Statements of Opinion

Americans take as given the right to hold and express opinions. So it may come as a surprise to many that the federal securities laws impose civil liability for statements of opinion. It may be even more surprising that...more

11/6/2014 - False Statements Omnicare Omnicare v Laborers District Council Reasonableness Factors Registration Statement SCOTUS SEC Section 11 Securities Act of 1933

Beyond Basic: Supreme Court’s Halliburton Ruling Strengthens Defenses in Securities Fraud Class Actions

Today, the Supreme Court issued its ruling in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014), the most anticipated securities decision since its landmark ruling over 25 years ago in Basic, Inc....more

6/24/2014 - Basic v Levinson Class Action Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Litigation

Paradigm Shift? The Delaware Supreme Court Allows Bylaw That Shifts Attorneys’ Fees to Loser in Fiduciary Duty Litigation

Under the prevailing “American rule,” shareholders and their counsel face little financial risk when they assert claims against directors and officers for breaches of fiduciary duty, typically following the announcement of a...more

5/22/2014 - American Rule Attorney's Fees Board of Directors Bylaws Corporate Officers Delaware General Corporation Law Fee-Shifting Statutes Fiduciary Duty Shareholders

Supreme Court to Review the Basic Premise of Securities Class Actions

The Supreme Court has agreed to revisit the basic premise of Section 10(b) securities class actions that was first articulated in Basic v. Levinson, 485 U.S. 224 (1988). On November 15, 2013, the Court granted a petition for...more

11/18/2013 - Certiorari Class Action Halliburton SCOTUS Securities

Say No More: The Latest Blow to Suits Challenging Proxy Disclosures About Say-On-Pay and Stock Incentive Plans

Over the past eighteen months, public companies have drafted their annual proxy statements knowing that they could become the next target of a new wave of disclosure lawsuits. Those suits have challenged the adequacy of...more

9/26/2013 - Acquisitions Disclosure Requirements Dodd-Frank Executive Compensation Incentive Stock Options Mergers Proxy Statements Say-on-Pay

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