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Plaintiff Investors Must Establish That Opinions in SEC Registration Statements Were Known to Be False at the Time They Were...

On March 24, 2015, in Omnicare, Inc. v. Laborers’ District Council Construction Industry Pension Fund, the U.S. Supreme Court, in a unanimous decision, tendered a limited victory to defendants in securities law cases. In the...more

Delaware Bar Proposes Amendments to Ban Fee-Shifting Provisions and Allow Delaware-Only Forum Selection Provisions in Corporate...

The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a...more

Supreme Court limits liability for statements of opinion contained in securities offerings

In a highly anticipated decision issued Tuesday, the United States Supreme Court confirmed that an issuer’s statements of honestly held opinion or belief cannot give rise to liability under section 11 of the Securities Act of...more

Supreme Court Clarifies Liability Standard for Statements of Opinion in Securities Offering Registration Statements

A common question under Section 11 of the Securities Act of 1933 is whether and under what circumstances an issuer’s statement of opinion or belief may give rise to liability. The Supreme Court recently held in Omnicare, Inc....more

Supreme Court’s Omnicare Decision Follows Middle Path Advocated by Lane Powell and Washington Legal Foundation

In the March 24 opinion issued in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (Omnicare), the Supreme Court rejected the two extremes advocated by the parties regarding how the truth or...more

U.S. Supreme Court Clarifies Standard for Challenging an Expression of Opinion in Registration Statement

On March 24, 2015, the U.S. Supreme Court limited a securities plaintiff’s ability to claim a remedy for statements of “belief” or “opinion” that turn out to be wrong. In Omnicare, Inc. v. Laborers District Council...more

Supreme Court Sets Standard for Section 11 Opinion Statement Liability in Omnicare Ruling

In its much-anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), No. 13-435 (Mar. 24, 2015), the United States Supreme Court held that an honestly-held statement...more

George Costanza and the Supreme Court Align in Ruling This Week on Section 11 of the Securities Act of 1933

In a classic Seinfeld episode, George Costanza opined: "it's not a lie, if you believe it". In a ruling handed down on March 24th, the Supreme Court agreed with this sentiment as it concerned claims brought under Section 11...more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

Supreme Court Clarifies Standard For Holding Issuers Liable Under The Securities Act Of 1933

In a highly-watched securities law decision, the United States Supreme Court yesterday ruled unanimously that opinion statements in public securities registration statements are not actionable under § 11 of the Securities...more

Omnicare Opinion Expands Liability for Expressions of Opinion Under Section 11

The Supreme Court, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. ___ (March 24, 2015), expanded the scope of liability for expressions of opinions under Section 11 of the...more

Litigation Alert: The Supreme Court’s Omnicare Decision Clarifies When an Opinion Stated in a Registration Statement Can Give Rise...

Overview - On March 24, 2015, the Supreme Court issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a highly anticipated case concerning the circumstances under which...more

IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure

Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be...more

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

“Yeah, Well, That’s Just, Like, Your Opinion”:  Supreme Court Limits Securities Liability for Opinions in Omnicare

Echoing a famous epistemological observation from The Big Lebowski, the Supreme Court today rejected the argument, for the most part, that a statement of opinion stands on the same footing as a statement of fact.The Court...more

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

For Shareholder Inspection Demands, A Purpose Isn’t “Proper” When the Issue Has Already Been Decided

As we have previously discussed in prior posts, shareholder demands to inspect confidential corporate information are being made with increased frequency, and are forcing more and more companies to grapple with their legal...more

Omnicare: Section 11 Liability and Opinions

The Supreme Court defined the circumstances under which liability can be imposed for opinion statements under Securities Act Section 11. Specifically, the Court held that such liability could be imposed on two theories: One...more

Holder of Equity Interest in Bankrupt Company not Entitled to Become Shareholder in Reorganized Entity

A recent Eleventh Circuit case examines equity shareholders’ role (or lack thereof) in a reorganized entity. Vision-Park Properties owned an equity share of Seaside Engineering & Surveying, Inc. Seaside filed for Chapter 11...more

Another Mandate for Manufacturers/Distributors: Conflict Minerals Disclosure

In 2010, the U.S. Congress passed a law called the “Dodd-Frank Wall Street Reform and Consumer Protection Action of 2010 (the Dodd-Frank Act).”  The Dodd-Frank Act is generally known as the legislative response to the...more

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

Defeating Another Challenge to the Mortgage Electronic Registration System

Since the mortgage crisis began several years ago, the Mortgage Electronic Registration System (“MERS”) has faced numerous legal attacks relating to foreclosures, assignments and what interest MERS holds in a deed of trust or...more

Fortis Advisors LLC v. Dialog Semiconductor PLC, C.A. No. 9522-CB (Del. Ch. Jan. 30, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss certain claims relating to a dispute over earn-out payments owed to the former equity holders of iWatt, Inc. (“iWatt”) following the sale of iWatt...more

What’s New in Delaware: Fee-Shifting and Forum Selection Bylaws, Appraisal Rights and Rapid Confidential Arbitration

The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more

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