Ralph Ferrara

Ralph Ferrara

Proskauer Rose LLP

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Business-Judgment Rule Applied in New York to Going-Private Transaction with Procedural Protections

The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more

11/24/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions Minority Shareholders Shareholder Litigation

So Much for Bright-Line Tests on Extraterritorial Reach of U.S. Securities Laws?

In its landmark 2010 decision in Morrison v. National Australia Bank, the Supreme Court articulated what seemed to be a bright-line test for determining the extent to which the U.S. securities laws apply to transactions with...more

8/19/2014 - Bright-Line Rule Cross-Border Extraterritoriality Rules Morrison v National Australia Bank

Whistleblower Antiretaliation Provision Does Not Apply Outside the U.S.

The Court of Appeals for the Second Circuit ruled today that the Dodd-Frank Act's prohibition on retaliation against whistleblowers does not apply extraterritorially. In affirming the dismissal of the case on...more

8/18/2014 - Anti-Retaliation Provisions Corporate Counsel Employer Liability Issues Retaliation Whistleblowers

Presumption of Reliance Survives in Securities Cases, But Defendants Can Dispute Price Impact at Class Certification

The U.S. Supreme Court yesterday declined to abandon the efficient-market theory, with its rebuttable presumption of reliance that enables securities class actions to proceed without proof of actual reliance on alleged...more

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

Second Circuit Narrows Reach of Federal Securities Laws as to Foreign Securities Transactions

On May 6, 2014, the U.S. Court of Appeals for the Second Circuit issued a decision clarifying the applicability of the anti-fraud provisions of the Securities Exchange Act of 1934 to transactions in foreign securities. The...more

5/7/2014 - Appeals Extraterritoriality Rules Foreign Equity Securities Foreign Exchanges NYSE SEC Securities Fraud UBS

Delaware Supreme Court Issues Decision Upholding Collateral Estoppel in Shareholder Derivative Actions

The Delaware Supreme Court issued a decision on April 4, 2013, in Pyott v. Louisiana Municipal Police Employees' Retirement System concerning duplicative shareholder derivative actions and the "race to the courthouse" that...more

4/8/2013 - Board of Directors Collateral Estoppel Derivative Suit Full Faith and Credit Pre-Suit Notice

U.S. Supreme Court Rejects Need to Prove Materiality at Class-Certification Stage in Securities Class Actions

The U.S. Supreme Court ruled on February 27, 2013 that a plaintiff need not prove materiality as a prerequisite to obtaining class certification in a securities class action. The Court's ruling in Amgen Inc. v. Connecticut...more

2/28/2013 - Amgen Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Rebuttable Presumptions SCOTUS Securities Fraud Securities Litigation

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