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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

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

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

More Class Actions Claim GAAP Violations, Less Paralleled by SEC Case

Last year the number of securities class action cases settled remained largely constant compared to the prior year, according to a report by Cornerstone Research. At the same time the number of cases alleging GAAP violations...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

"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

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

Delaware Supreme Court Leaves Open The Question Of Whether Breach Of Contract Is A Business Judgment

In this interesting order affirming a Chancery decision, the Supreme Court went out of its way to make a point. A stockholder suit alleging that the board breached a stock option plan may state a claim for breach of contract...more

The New Insider Trading Landscape: United States v. Newman and Its Impact on Pending Insider Trading Prosecutions

On December 10, 2014, the United States Court of Appeals for the Second Circuit vacated the convictions of two hedge fund portfolio managers for trading on material non-public or “inside,” information that came to the...more

Orrick's Financial Industry Week in Review

New FAQ's Regarding the Scope and Implementation of the Volcker Rule Issued by the U.S. Banking, Securities and Commodities Regulatory Agencies - On February 27, the Board of Governors of the Federal Reserve System,...more

SEC Provides Guidance on Receipt of Gifts by Fund Advisory Personnel

On February 23, 2015, the SEC’s Division of Investment Management issued guidance concerning the conflict of interest that arises when persons doing business, or hoping to do business, with a fund provide gifts, entertainment...more

Brokers Switching Firms: The Protocol and Recent Developments

In August 2004, Merrill Lynch, Citigroup, and UBS entered a pact not to sue one another over client relationships in their wealth management businesses. This pact was known in the industry as the Protocol for Broker...more

New York Supreme Court Denies Barclays’ Motion to Dismiss NYAG’s Martin Act Claim – Court Finds Martin Act Applies to Barclays’...

Last week, the New York Supreme Court denied Barclays’ motion to dismiss the New York Attorney General’s fraud claim against the bank, finding that the NYAG may proceed with its claim under New York’s Martin Act based on...more

Court Reins In Prosecutorial Overreach in Insider Trading Cases

In an effort to reinstate powers stripped from them by the Court of Appeals in U.S. v. Newman and Chiasson, prosecutors have sought a rehearing of the landmark Second Circuit decision which severely curtailed the scope of...more

Trends In Canadian Securities Class Actions

Filings for new Canadian securities class actions have been essentially flat over the last three years, according to a recent report by NERA Economic consulting. That trend is consistent with the one for the filing of U.S....more

Orrick's Financial Industry Week in Review

SEC Proposes Rules for Disclosure of Hedging Policies - On February 9, the SEC issued proposed rules that are intended to enhance disclosure of company hedging policies for directors and employees, as mandated by...more

SEC "Claws Back" Bonuses and Stock Sale Profits From CFOs of Public Company Charged With Accounting Fraud

On February 10, 2015, the SEC announced settlements with two former chief financial officers of Saba Software, a Silicon Valley software company, that require the CFOs to repay Saba more than $500,000 in bonuses and profits...more

The Business Court Rules Again On Claims Under The North Carolina Securities Act

Last week's decision in Atkinson v. Lackey, 2015 NCBC 13 doesn't tell you everything you wanted to know about the North Carolina Securities Act (the "NCSA"), but it comes pretty close. The lawsuit was brought by three...more

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