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Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims

by Latham & Watkins LLP on

The Ninth Circuit follows the Second and Tenth Circuits in extending Omnicare’s requirements for pleading the falsity of opinion statements to claims under Section 10(b) and Rule 10b-5. In recent years, courts have...more

Plaintiffs’ Securities Claims Denied Class Treatment for Failure to Satisfy Predominance Requirement

by Benesch on

On May 15, 2017, the United States District Court for the Southern District of New York denied class treatment to a proposed class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934. In its...more

Can Pseudo-Foreign Corporations Exonerate Their Directors?

by Allen Matkins on

Corporations Code Section 2115 is not an easy read. Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute...more

Michigan Supreme Court Clarifies Statute of Limitations for Shareholder/Member Oppression Claims

by Miller Canfield on

When does the statute of limitations start running on claims for minority shareholder/member oppression under Michigan law? In its recent decision in Frank v. Linkner, a unanimous Michigan Supreme Court answered that...more

California Judge Troubled By Trulia Refuses To Approve Settlement

by Allen Matkins on

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”. He...more

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

First Circuit Affirms Dismissal Of Putative Securities Class Action, Finding Public Disclosures Precluded Any Finding Of Intent To...

by Shearman & Sterling LLP on

On May 12, 2017, the United States Court of Appeals for the First Circuit affirmed the dismissal of a putative securities class action against biopharmaceutical company Biogen Inc. and three of its officers. In Re: Biogen...more

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

Is There A “Revlon Duty” In California?

by Allen Matkins on

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere. One such case is Revlon, Inc. v. MacAndrews &...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty And Quasi-Appraisal Claims Under Corwin

by Shearman & Sterling LLP on

On May 3, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery declined to dismiss a lawsuit brought by the buyer of EMSI Holding Company (“EMSI”) asserting post-closing claims for indemnification against...more

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Based On Omnicare's Standard For Falsity Of Opinion Statements

by Shearman & Sterling LLP on

On May 5, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a lower court’s decision dismissing a putative securities fraud class action against orthodontics and dental products maker Align Technology,...more

First Circuit Affirms Dismissal of Securities Class Action Against Biogen Inc.

On May 12, 2017, the U.S. Court of Appeals for the First Circuit affirmed dismissal of the putative securities class action In re Biogen Inc. Securities Litigation, No. 16-1976. The action was filed in the U.S. District Court...more

Northern District Of California Dismisses Putative Securities Class Action; Finds Company's Statements To Be Puffery And...

by Shearman & Sterling LLP on

On May 1, 2017, Judge Jon Tigar of the United States District Court for the Northern District of California dismissed a putative securities fraud class action against GoPro, Inc. (“GoPro” or the “Company”) and certain...more

Who Is Winning the Securities Class Action War—Plaintiffs or Defendants? (Part III)

This is the third of a three-part post that analyzes why plaintiffs are winning the securities class action war and what defendants can do about it....more

Partnership Dissolution And A Chief Judge’s Lament

by Allen Matkins on

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute. Chief Judge Lawrence J. O’Neill, however,...more

Federal Judge Rules Out Private Cause Of Action Under California Control Person Statute

by Allen Matkins on

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law. Corporations Code Section 25403(a) provides that a person who with knowledge directly or...more

Ninth Circuit Applies Omnicare Standard to Section 10(b) Claims, Tightens Pleading Standard for Securities Fraud

by Perkins Coie on

In City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc. (Dearborn), the Ninth Circuit established additional requirements for pleading securities fraud claims based on statements of...more

Ninth Circuit Confirms Pleading Standard for Securities Fraud Claims Involving Statements of Opinion

On May 5, 2017, the U.S. Court of Appeals for the Ninth Circuit issued an important decision in City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc., et al., affirming the dismissal of a...more

Surge In Securities Class Action Filings Reported In First Quarter

by Dorsey & Whitney LLP on

In the first quarter of 2017 there was a record number of securities class actions filed, according to a new report by Cornerstone Research. In the first quarter of this year 127 securities class actions were filed compared...more

Jury Rejects SEC Market Crisis Fraud Claims Against Bank, CEO

by Dorsey & Whitney LLP on

Last week the SEC prevailed on a partial motion for summary judgment, obtaining a ruling that certain individuals involved in an offering fraud acted as unregistered broker dealers. This week, the Commission lost a long...more

Equity Kickers and the Criminal Rate of Interest

by Bennett Jones LLP on

Entering into a loan transaction that also has an equity component, such as the issuance of shares or warrants, has previously given rise to some concern that the loan could ultimately run afoul of the 60 percent criminal...more

Who is Winning the Securities Class Action War—Plaintiffs or Defendants? (Part II)

This is the second of a three-part post evaluating who is winning the securities class action war. Part I explained that this war is not just a scorecard of wins and losses, but rather a fight for strategic...more

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

District Of New Jersey Dismisses Securities Class Action Claims For Failure To Plead Facts Giving Rise To A Strong Inference Of...

by Shearman & Sterling LLP on

On April 27, 2017, Judge Madeline Cox Arleo of the United States District Court for the District of New Jersey dismissed a putative securities fraud class action against Hertz Global Holdings, Inc. and certain of its...more

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