Mark Rosen

Mark Rosen

Pierce Atwood LLP

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First Circuit Affirms Tough Standard for Alleging Securities Fraud; Revives One Claim Against Local Drug Maker

On November 28, 2016, the First Circuit upheld the dismissal of all but one of the class action securities fraud claims against Cambridge, MA drug company, ARIAD Pharmaceuticals, Inc., reaffirming the exacting pleading...more

12/1/2016 - Class Action FDA Financial Markets Material Misstatements Pharmaceutical Industry Pleading Standards Prescription Drugs PSLRA Rule 10b-5 Scienter SEC Section 10(b) Section 11 Securities Exchange Act Securities Fraud Securities Litigation Stock Drop Litigation Stocks

New York High Court Adopts Delaware's Deferential Business Judgment Review for Controlling Stockholder Buyouts

In re Kenneth Cole Productions, Inc. Shareholder Litigation - We previously reported on the Delaware Supreme Court’s landmark decision in Kahn v. M&F Worldwide Corp. (MFW) applying the deferential, defendant-friendly...more

5/10/2016 - Business Judgment Rule Buyouts Class Action Controlling Stockholders DE Supreme Court Going-Private Transactions Kenneth Cole Merger Agreements Shareholder Litigation Shareholders

OMNICARE: Supreme Court Clarifies Whether Statements of Opinion by Companies and their Executives are Actionable under the Federal...

This week the Supreme Court resolved a split among federal appellate courts over whether a statement of opinion in a company’s registration statement can be actionable under Section 11 of the Securities Act of 1933 if the...more

3/30/2015 - Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

Amending Your Bylaws to Mitigate the Cost of Shareholder Litigation: Fee-shifting and forum selection provisions

Shareholder litigation is on the rise, increasing the cost of doing business; and companies often face litigation on multiple fronts, further increasing litigation exposure. In 2013, 94 percent of M&A deals were challenged by...more

7/29/2014 - ATP Tours Fee-Shifting Forum Selection Shareholder Litigation Shareholders

Update: Supreme Court Upholds Basic Presumption but Gives Defendants Chance for Win at Class Certification

Earlier this spring, in our post titled, The Supreme Court Ponders the Future of the Basic Presumption in Securities Litigation, we reported on the oral arguments before the Supreme Court in Halliburton Co. v. Erica P. John...more

6/25/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Update: Landmark Decision By Delaware's High Court Affirms Deferential Business Judgment Review For Controlling Stockholder...

Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more

3/28/2014 - Business Judgment Rule Buyouts Controlling Stockholders MFW Shareholders Stocks

The Supreme Court Ponders The Future Of The Basic Presumption In Securities Litigation

The Supreme Court recently heard oral argument in Halliburton Co. v. Erika P. John Fund, Inc. in advance of what could be the most important decision affecting securities litigation in recent history. The outcome of the...more

3/18/2014 - Class Action Halliburton Halliburton v Erica P. John Fund Rebuttable Presumptions SCOTUS Securities Fraud Securities Litigation

Protecting Your Business Judgment: Recent Developments In Delaware Law On M&A Deals Involving Controlling Stockholders

This summer, the Delaware Court of Chancery twice ruled that if robust procedural protections are used, a merger involving a company with a controlling stockholder will be reviewed under the deferential business judgment rule...more

9/24/2013 - Acquisitions Business Judgment Rule Controlling Stockholders Financing Mergers Shareholder Litigation

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