Spotlight -
Macquarie Ruling Raises the Bar for Securities Fraud Claims -
Key Points -
- On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more
5/23/2024
/ Acquisitions ,
Commercial Litigation ,
Cryptocurrency ,
Entertainment Industry ,
Financial Institutions ,
Healthcare ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Media ,
Mergers ,
Publicly-Traded Companies ,
Real Estate Market ,
Retail Market ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation
Securities Class Actions Show No Signs of Slowing in 2024 -
Key Points -
While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class...more
3/5/2024
/ Class Action ,
Corporate Governance ,
Digital Assets ,
Educational Institutions ,
Energy Sector ,
Entertainment Industry ,
Financial Services Industry ,
Healthcare ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Media ,
Publicly-Traded Companies ,
Retailers ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Regulation
The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more
12/5/2023
/ Acquisitions ,
Cannabis-Related Businesses (CRBs) ,
Cryptocurrency ,
Data Security ,
Dismissals ,
Food and Drug Administration (FDA) ,
Healthcare ,
Initial Public Offering (IPO) ,
Intellectual Property Protection ,
Life Sciences ,
Marijuana Related Businesses ,
Mergers ,
Putative Class Actions ,
Regulation S-K ,
Scams ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Token Sales
Two Sides of the Same Coin: Analyzing the Recent Ripple and Terraform Decisions -
Key Points -
- In July 2023, Judges Torres and Rakoff in the Southern District of New York issued rulings on whether digital asset sales...more
9/15/2023
/ Acquisitions ,
Enforcement Actions ,
Entertainment Industry ,
Financial Institutions ,
Healthcare ,
Life Sciences ,
Media ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Technology Sector
Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani -
Key Points -
- Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more
6/1/2023
/ Acquisitions ,
Appeals ,
Biopharmaceutical ,
Class Action ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Cryptocurrency ,
Dismissals ,
Healthcare ,
Initial Public Offering (IPO) ,
Insurance Claims ,
Life Sciences ,
Mergers ,
Misleading Statements ,
Non-Fungible Tokens (NFTs) ,
NYSE ,
Oral Argument ,
Pharmaceutical Industry ,
Popular ,
SCOTUS ,
Section 11 ,
Section 12 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Slack Technologies Inc v Pirani ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Exchange
Circuits Split Over Whether Targeting Is Necessary for Seller Liability -
Key Points -
- While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
3/16/2023
/ Acquisitions ,
Bitcoin ,
Business Model ,
Cannabis Products ,
Class Action ,
Cryptocurrency ,
Cybersecurity ,
Department of Labor (DOL) ,
Disclosure ,
Dismissals ,
Entertainment Industry ,
Failure To Disclose ,
FinTech ,
Gambling ,
Healthcare ,
Investigations ,
Investors ,
Life Sciences ,
Media ,
Mergers ,
Online Platforms ,
Popular ,
Section 12 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers ,
Social Media ,
Special Purpose Acquisition Companies (SPACs) ,
Telecommunications ,
Unregistered Securities ,
Whistleblower Protection Policies ,
Whistleblowers
Cornerstone Research reports that during the first six months of 2022, plaintiffs filed 110 securities class actions, a pace that is generally in line — 2.8% higher — with what we saw in the second half of 2021. Looking...more
12/5/2022
/ Class Action ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Sales Transactions ,
Cybersecurity ,
Enforcement Actions ,
FinTech ,
Futures ,
Healthcare ,
Initial Public Offering (IPO) ,
Life Sciences ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Stock Options
Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more
9/12/2022
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Fiduciary Duty ,
Materiality ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more
5/24/2022
/ Acquisitions ,
Coronavirus/COVID-19 ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation
Class Certification -
Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs -
Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -...more
3/2/2022
/ Class Action ,
Class Certification ,
Delaware General Corporation Law ,
Derivative Suit ,
Enforcement Actions ,
Forum Selection ,
Loss Causation ,
Pleading Standards ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021.
Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
12/3/2021
/ Appraisal Rights ,
Arkansas Teacher Retirement System v Goldman Sachs Group ,
Board of Directors ,
Caremark claim ,
Cryptocurrency ,
DE Supreme Court ,
Delaware General Corporation Law ,
Demand Futility ,
Derivative Suit ,
Federal Rule 12(b)(6) ,
FRCP 23(b) ,
FRCP 9(b) ,
Initial Coin Offering (ICOs) ,
PSLRA ,
RICO ,
Rule 10b-5 ,
Securities Exchange Act ,
Shareholder Litigation ,
Sherman Act ,
Statute of Limitations ,
Statute of Repose
This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more
10/22/2021
/ Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Enforcement Actions ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Loss Causation ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose
On June 21, 2021, the U.S. Supreme Court held in Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System, No. 20-222 (2021), that courts may consider at the class certification stage the generic nature of alleged...more
6/22/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more
6/9/2021
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Fiduciary Duty ,
Pleading Standards ,
PSLRA ,
Putative Class Actions ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021.
Derivative Litigation -
Second Circuit Reverses Summary Judgment...more
3/8/2021
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Fiduciary Duty ,
Loss Causation ,
Mergers ,
Pleading Standards ,
Ponzi Scheme ,
Proxy Statements ,
PSLRA ,
Shareholder Litigation
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020.
Class Certification
- Cryptocurrency – Definition of a Security
- Derivative...more
12/11/2020
/ Breach of Duty ,
Class Action ,
Class Certification ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivative Suit ,
EBITDA ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Whistleblowers
On September 15, 2020, Skadden held the first program in our annual Securities Litigation and Regulatory Enforcement Update, titled “Developments and Trends in Securities Litigation: Mid-Year Update 2020.” ...
...The...more
10/29/2020
/ Appeals ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Enforcement Actions ,
Loss Causation ,
Non-US Entities ,
Omnicare ,
Omnicare v Laborers District Council ,
Regulatory Violations ,
Scienter ,
Securities Litigation
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
8/27/2020
/ Arbitration Agreements ,
Best Interest Standard ,
Board of Directors ,
Bylaws ,
Corporate Counsel ,
Corwin Doctrine ,
Derivative Suit ,
Fiduciary Duty ,
Forum Selection ,
Investment Advisers Act of 1940 ,
Judicial Notice ,
Loss Causation ,
Material Misstatements ,
Mergers ,
MFW ,
Omissions ,
Pleading Standards ,
PLSRA ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Settlement ,
Short-Swing Trading ,
Summary Judgment
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
4/6/2020
/ Aiding and Abetting ,
Books & Records ,
Breach of Duty ,
Bylaws ,
CEOs ,
Civil Liability ,
Collateral Estoppel ,
Criminal Convictions ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Exchange-Traded Products ,
False Statements ,
Federal Pleading Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Injunctions ,
Investment Adviser ,
Item 303 ,
Lack of Particularity ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Notice Requirements ,
Price-Fixing ,
PSLRA ,
Pyramid Schemes ,
Registration Statement ,
RICO ,
Scienter ,
Scope of Discovery Requests ,
Section 11 ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Shareholder Votes ,
Summary Judgment
On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more
2/10/2020
/ Business Disputes ,
Business Formation ,
Condition Precedent ,
Construction Project ,
Contract Disputes ,
Contract Negotiations ,
Contract Terms ,
Energy Projects ,
Oil & Gas ,
Partnership Agreements ,
Partnerships ,
Pipelines ,
TX Supreme Court
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary...more
11/27/2019
/ Appeals ,
Criminal Convictions ,
Fiduciary Duty ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Materiality ,
Omissions ,
Pleading Standards ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
10/2/2019
/ Acquisitions ,
Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Class Action ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Fair Value Standard ,
Fiduciary Duty ,
Forfeiture ,
Guilty Pleas ,
Insider Trading ,
Investment Adviser ,
Jury Verdicts ,
Market Manipulation ,
Materiality ,
Mergers ,
Misrepresentation ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Offering Documents ,
Omissions ,
Pleading Standards ,
Popular ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more
6/12/2019
/ Acquisitions ,
Appraisal Rights ,
Breach of Duty ,
Fiduciary Duty ,
Investment Advisers Act of 1940 ,
Material Misrepresentation ,
Materiality ,
Mergers ,
Omissions ,
Omnicare ,
Pleading Standards ,
Popular ,
Sarbanes-Oxley ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Litigation ,
Suspicious Activity Reports (SARs)
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between December 2018 and February 2019....more
3/14/2019
/ Appeals ,
Article III ,
Class Action ,
Cryptocurrency ,
Fiduciary Duty ,
Investment Opportunities ,
Loss Causation ,
Mutual Funds ,
Nutraceutical Corp v Lambert ,
Omnicare v Laborers District Council ,
Pleading Standards ,
Ponzi Scheme ,
Popular ,
PSLRA ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
12/7/2018
/ Acquisitions ,
Administrative Law Judge (ALJ) ,
Aiding and Abetting ,
Appointments Clause ,
Breach of Duty ,
Claim Preclusion ,
Class Action ,
Constitutional Challenges ,
Controlling Stockholders ,
Damages ,
Dismissals ,
Enforcement Actions ,
Extraterritoriality Rules ,
Fiduciary Duty ,
Financial Institutions ,
General Partnerships ,
Initial Coin Offering (ICOs) ,
Investment Funds ,
Jurisdiction ,
Lucia v SEC ,
Material Adverse Effects ,
Material Misrepresentation ,
Merger Agreements ,
Mergers ,
MFW ,
Misrepresentation ,
Pleading Standards ,
Popular ,
Proxy Solicitations ,
PSLRA ,
Rule 10(b) ,
Scienter ,
Section 11 ,
Securities ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Squeeze-Out Mergers