Civil Remedies Securities

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Securities Class Action Settlements: Dollars, Numbers Are Up

The trends in securities class actions are up. The number of cases filed last year was up as previously reported. The number of settlements in 2016 was up. The amount of those settlements was up. The number of mega...more

Recent Pro-Cooperative Decisions in Class Action Patronage Capital Cases

Cooperatives facing patronage capital lawsuits have recently enjoyed a series of favorable court opinions. Over the past few months, the Eleventh Circuit and state and federal courts in Florida have all dismissed claims for...more

Southern District Of New York Dismisses Securities Fraud Claims, Finding There Was No Material Omission Regarding Association With...

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Supreme Court Affirms Dismissal Of Caremark Action For Failure To Plead Bad Faith With Particularity

On March 3, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of “Caremark” claims for alleged bad-faith failure of oversight brought derivatively by a stockholder against the directors of Qualcomm, Inc....more

SEC's Securities Fraud Lawsuit Against Texas Attorney General Dismissed For Second Time Over Lack Of Duty To Investors

On March 2, 2017, Judge Amos Mazzant III of the United States District Court for the Eastern District of Texas dismissed an amended complaint filed by the United States Securities and Exchange Commission (“SEC”) against the...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

SEC Reduces Whistleblower Bounty Based On Culpability And Delayed Reporting

On February 28, 2017, in an Order almost entirely devoid of detail, the SEC announced that a whistleblower will receive 20% of any monetary sanctions collected in an enforcement action commenced as a result of the...more

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

How An Employee/Shareholder Can Protect Oneself Against Oppression

Because termination of one’s employment does not necessarily equate to shareholder oppression under New Jersey law, as seen in my last post, it is often a good idea to take proactive measures to inoculate yourself against a...more

Shawe v. Elting, No. 423, 2016 (Del. Feb. 13, 2017) (Seitz, J.)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial decision to appoint a custodian under Delaware’s custodian statute to sell TransPerfect Global, Inc....more

Is There a Statute of Limitations on Disgorgement?

How long does the Securities and Exchange Commission (SEC) have to bring a lawsuit asking for disgorgement of unlawful gains? The United States Supreme Court will decide that issue this term in Kokesh v. Securities and...more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

DOL’s Fiduciary Rule Still in Limbo after Trump Memo and Federal Judge’s Ruling

Last week, President Trump issued a memorandum directing the Department of Labor (DOL) to reconsider implementation of the fiduciary rule. The fiduciary rule, which widens the scope of who is considered a “fiduciary” of an...more

Click Here — 3rd Circuit Enforces Restrictive Covenants Tied to Electronic Acceptance of Stock Award

On February 7, 2017, the Third Circuit affirmed a partial preliminary injunction order barring two former ADP employees from soliciting customers for their new employer for one year. This decision is notable as it affirmed...more

Shareholder Liability For Corporate Income Tax?

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

First Department Confirms Hedge Funds Did Not Act in Bad Faith and Affirms Multi-Million Dollar Judgment Against CDS Counterpart

In Good Hill Master Fund L.P. v. Deutsche Bank AG, No. 600858/10-2188B, 2017 BL 19363 (App. Div. 1st Dep’t Jan. 24, 2017), the First Department unanimously affirmed a judgment entered in the Commercial Division of over $90...more

Many Discovery Tools Exist To Find Emails To Prove Shareholder Oppression

I have noted many times on this blog that emails often prove shareholder oppression cases. It can be fairly easy for majority shareholders who are careful, and seek legal advise beforehand, to mask their true intent when...more

Second Circuit Affirms Dismissal of Mortgage-Backed Securities New York State False Claims Act Case Against Wells Fargo

In New York ex rel. Jacobson v. Wells Fargo National Bank, N.A., 824 F.3d 308 (2d Cir. 2016), the Second Circuit affirmed the dismissal of a relator’s tax fraud-based claim against Wells Fargo under the New York False Claims...more

Ninth Circuit Holds That Securities Class Action Based on Violations of Ethics Code Properly Dismissed

On January 19, 2017, the Ninth Circuit affirmed the dismissal of a shareholder class action lawsuit alleging securities fraud violations, arising out of Hewlett-Packard’s former CEO’s alleged misrepresentations about HP’s...more

Commercial Division Grants Preliminary Injunction in Shareholder Dispute

On January 6, 2017, Justice Charles E. Ramos of the Commercial Division issued an order enjoining two corporations from taking action in violation of a shareholders agreement of a third company. The case, Ciment v. SpanTran,...more

Supreme Court to Decide Whether SEC Claims for Disgorgement Are Subject to Any Statute of Limitations

The Supreme Court recently granted certiorari to review whether civil enforcement claims brought by the SEC for the remedy of disgorgement are subject to any statute of limitations, or whether instead the SEC can effectively...more

U.S. Supreme Court Seeks Solicitor General’s Input on Co-fiduciary Indemnification

Earlier this month, the U.S. Supreme Court invited the Solicitor General to file a brief expressing the government’s views on a petition for certiorari asking the Court to decide whether ERISA permits a cause of action for...more

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

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