Constitutional Law Securities Civil Procedure

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Appellate Court Notes

- AC34886 - State v. Bush - AC35418 - State v. LaFleur - AC36275 - North Star Contracting Corp. v. Albright This case dealt with who is the proper party to bring a shareholder derivative action. A...more

Constitutional Challenges to SEC Administrative Proceedings

May defendants charged in SEC administrative proceedings challenge the constitutionality of those proceedings in federal district court? The determination of whether district courts have subject matter jurisdiction over such...more

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Supreme Court Update: Omnicare, Inc. V. Laborers Industry Pension Fund (13-435), B&B Hardware V. Hargis Industries (13-352) And...

The Court began its March sitting this week (just in time for April), and issued decisions and two new cert grants. In this Update, we'll discuss Omnicare, Inc. v. Laborers Industry Pension Fund (13-435), on issuer liability...more

Court Of Chancery Explains Notice Required For Moot Claims

This decision explains what notice is required when a representative litigation is to be dismissed as moot and a fee paid to the plaintiff’s attorneys. Notice should be given to the class or the other stockholders in the way...more

Inside The Courts - March 2015 | Volume 7 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Gelboim v. Bank of Am. Corp., No. 13-1174 (U.S. Jan. 21, 2015) - DEMAND FUTILITY: ..Arduini v. Hart, No. 12-15750 (9th Cir. Dec. 17, 2014) - EXCHANGE...more

The Iron Law of Unintended Consequences - (with apologies to Robert Michels)

It is a certainty that no matter what action is taken (by an individual, a group, or especially a legislative body) that there will be unintended consequences. It is also true that those unintended consequences, like the...more

Second Circuit Narrows Class Standing Doctrine

In NECA-IBEW v. Goldman Sachs, the Second Circuit arguably opened up a new door in class action litigation when it held that investors in one securities offering had standing to represent a putative class of investors in...more

Oregon Court of Appeals Issues Decision Interpreting Antifraud Provisions of Oregon Securities Law

On February 11, the Oregon Court of Appeals issued an important decision interpreting the antifraud provisions of the Oregon Securities Law. The Court of Appeals held that ORS 59.137, which governs the private right of action...more

“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

Delaware Court Rules That Beneficial Stockholder May Seek Appraisal in Its Own Name

On January 5, the Delaware Court of Chancery ruled that a beneficial stockholder has standing to bring an action for appraisal in its own name when the record stockholder’s actions have perfected the right of appraisal. The...more

Court Of Chancery Declines Mootness Fee

The Court of Chancery has again declined to dismiss a class action without notice to the class that the plaintiff’s attorney is to be paid a so-called “mootness fee.” ...more

Court Of Chancery Clarifies Standing For Appraisal Rights

Merion Capital LP v. BMC Software, Inc., C.A. 8900-VCG (January 5, 2015) and In Re Appraisal Of Ancestry.com Inc., C.A. 8173-VCG (January 5, 2015) both deal with appraisal arbitrage and resolve who is entitled to file an...more

Blog: Appellants File Supplemental Brief Opposing Conflict Minerals Disclosure Requirement

In the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case, National Association of...more

NAM Files Supplemental Brief in Conflict Minerals Rehearing

The National Association of Manufactures, the Chamber of Commerce of the United States of America and the Business Roundtable have filed their supplemental brief in the conflict minerals rehearing. NAM et al ask the court to...more

District Court Rejects Constitutional Challenge to SEC Administrative Proceedings

We recently wrote that critics, including Judge Jed Rakoff, have been questioning the SEC’s policy of increasingly bringing enforcement actions in its administrative forum rather than federal court. We noted that several...more

Delaware Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders

The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of much debate recently. On May 8, 2014, the Supreme Court of Delaware held in ATP Tour, Inc. v....more

Suit to Enjoin SEC Forum Selection Dismissed

Many have expressed concern regarding the increasing use of administrative proceedings by the SEC. Those concerns range from the fairness of the forum to the impact of its lack of discovery on complex cases to the right to a...more

Nevada Poised To Increase Output Of Reported Decisions

In November, the voters of Nevada approved Question 1 which amended Article 6 of the Nevada Constitution to create an intermediate Court of Appeals. California’s intermediate court is styled the Court of Appeal (no “s”). ...more

Blog: SEC, Amnesty And Others File Briefs In Support Of Upholding The Conflict Minerals Disclosure Requirement

In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC....more

D.C. Circuit to Rehear Conflict Minerals Case

On November 18, 2014, the U.S. Court of Appeals for the D.C. Circuit granted the SEC’s motion to rehear the court’s decision in NAM v. SEC. As covered in previous blog posts, the court’s NAM decision held that portions of...more

D.C. Circuit to Re-Consider Whether SEC Disclosure Rule Aimed at Curbing Human Rights Abuses in the Democratic Republic of the...

In an interesting and uncommon intersection between securities law, curbing human rights abuses and freedom of speech under the First Amendment, the United States Court of Appeals for the District of Columbia recently agreed...more

US Court of Appeals for the District of Columbia Circuit Grants Petition for Rehearing of Decision on Conflicts Minerals Rule

On November 18, the US Court of Appeals for the District of Columbia Circuit granted the petitions of the Securities Exchange Commission and Amnesty International for a panel rehearing of the lawsuit challenging the SEC’s...more

Blog: D.C. Circuit grants petition for panel rehearing of conflict minerals case

The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case,...more

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

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