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Minnesota Supreme Court Articulates Test for Direct Versus Derivative Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On August 16, 2017, the Minnesota Supreme Court decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, if the shareholder...more

Ninth Circuit Affirms Dismissal Of Dodd-Frank Whistleblower Case, Using Securities Fraud Standard

The Ninth Circuit recently affirmed a grant of summary judgment in an employer’s favor, dismissing a SOX and Dodd-Frank whistleblower retaliation case based on the plaintiff’s lack of an objectively reasonable belief of...more

Commercial Division Declines to Use New York Debtor and Creditor Law to Enjoin a Defendant’s Asset Sale Without Evidence of...

In Del Forte USA, Inc. v. Blue Beverage Group, Inc. et al., No. 518454/2016, 2017 BL 253248 (Sup. Ct. Jul. 17, 2017), New York Commercial Division Justice Sylvia G. Ash denied plaintiff Del Forte’s preliminary injunction...more

Checklist for Strengthening Your Defenses to 401(k) Plan Class Actions

The last ten years have seen a proliferation of high-profile class actions alleging breach of ERISA fiduciary duties of prudence and loyalty against plan fiduciaries. The claims are usually based upon alleged excessive...more

Chris Lazarini Comments on Waiver of the Right to Seek Arbitration

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the defendant filed fraud and RICO actions in federal court against several persons and entities alleging they defrauded her out of millions of dollars....more

Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to...

In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more

SCOTUS Upholds Strict Statute of Repose on Federal Section 11 Securities Claims

by Perkins Coie on

In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more

Delaware Chancery Court Declines To Dismiss Challenges To Director Option Grants And Outside Investor Voting Agreement

by Shearman & Sterling LLP on

On June 28, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of...more

Second Circuit Clarifies Class Certification Requirements in Significant Securities Class Action Decision

On July 7, 2017, the U.S. Court of Appeals for the Second Circuit offered significant guidance regarding the circuit’s class certification requirements in In re Petrobras Securities, No. 16-1914. In addressing an issue of...more

Southern District Decision Dismisses Commodity Exchange Act Claims Based on Morrison

The U.S. District Court in the Southern District of New York recently dismissed a class action lawsuit alleging, among other claims, that a large number of entities and individuals in the market for producing, refining and...more

The Supreme Court Holds Statute of Repose Cannot Be Equitably Tolled

Securities defendants can rest easier after the Supreme Court’s decision to strictly construe certain statutory time limits under the Securities Act of 1933. On June 26, 2017, the Court issued its opinion in California Public...more

Phantom Recusal Policy Leads to Partial Summary Judgment for Plaintiffs in the Ocwen Securities Litigation

In a June 13, 2017, ruling on a motion for partial summary judgment in the Ocwen Financial Corp. Securities Litigation (the “Ocwen Litigation”), the United States District Court for the Southern District of Florida determined...more

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

Kokesh v. SEC: Supreme Court Reins in SEC’s Powerful Disgorgement Remedy

This week, the Supreme Court in Kokesh v. SEC unanimously held that the Securities and Exchange Commission’s (SEC) equitable disgorgement remedy is subject to a five-year statute of limitations because it is a “penalty”...more

U.S. Supreme Court Blocks SEC from Imposing Disgorgement beyond Five-Year Statute of Limitations

Our colleague Rebecca Zeidel just published a terrific blog posting on the U.S. Supreme Court’s recent decision in Kokesh v. SEC, in which the Court imposed a five-year statute of limitations on agency-sought disgorgement in...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Supreme Court Decision on Statute of Limitations Governing SEC’s Recovery of Disgorgement Also Applies to FERC (but Practical...

On June 5, 2017, the U.S. Supreme Court, in Kokesh v. SEC, unanimously held that the Securities and Exchange Commission (SEC) cannot seek disgorgement of unjust profits obtained outside of the five-year statute of limitations...more

Supreme Court Applies Statute of Limitations to SEC Disgorgement Orders

In a unanimous decision issued on June 5, 2017, the U.S. Supreme Court, in Kokesh v. SEC, 581 U.S. ___, held that disgorgement in securities enforcement cases is a “penalty” within the meaning of 28 U.S.C. § 2462, the general...more

Supreme Court Recognizes Five-Year Statute of Limitations for SEC Disgorgement Claims

by Dechert LLP on

In a unanimous decision with significant implications for Securities and Exchange Commission (“SEC”) enforcement, the U.S. Supreme Court in Kokesh v. Securities and Exchange Commission1 held June 5, 2017 that disgorgement in...more

The Supreme Court Reins in the SEC Further on Its Time to Pursue Enforcement Remedies

by BakerHostetler on

On June 5, the United States Supreme Court unanimously decided in Kokesh v. SEC[1] that when the Securities and Exchange Commission (the SEC or the Commission) seeks the disgorgement of ill-gotten gains that a defendant...more

SCOTUS Sets a Clock on Disgorgement in SEC Enforcement Actions

The U.S. Supreme Court’s recent decision in Kokesh v. SEC imposes a five-year statute of limitations on agency-sought disgorgement in SEC enforcement actions, resolving a Circuit split and definitively categorizing...more

5-Year Statute of Limitations Applies to SEC Disgorgement

by Foley & Lardner LLP on

On June 5, 2017, the Supreme Court issued a unanimous opinion in Kokesh v. Securities and Exchange Commission, resolving a circuit split and holding that the 5-year statute of limitations for civil penalties applies to SEC...more

SCOTUS Limits SEC Disgorgement Remedies

by Bass, Berry & Sims PLC on

On June 5, 2017, the U.S. Supreme Court unanimously held that SEC disgorgement remedies used as punitive sanctions for violating federal securities laws constitute civil penalties and are subject to the five-year statute of...more

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