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Minnesota Supreme Court Articulates Test for Direct Versus Derivative Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On August 16, 2017, the Minnesota Supreme Court decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, if the shareholder...more

CFTC Case Updates: Settlement Highlights Agency’s New Premium on Cooperation; 7th Circuit Upholds Criminal Spoofing Conviction

On August 7, 2017, the Commodity Futures Trading Commission (CFTC or Commission) announced a settlement for a civil penalty of $600,000 with the Bank of Tokyo Mitsubishi UFJ, Ltd. (BTMU) for alleged spoofing violations, with...more

FAQs about Liability of Public Companies and Companies in Registration for Website and Social Media Content

Understanding a Company’s Potential Liability under the Securities Laws for Website Content - These FAQs address the ways in which company websites and social media platforms can give rise to securities law liability,...more

Drip Drip Drip - Is the DOL's Fiduciary Rule Slowly Going Down the Drain?

by Dechert LLP on

The U.S. Department of Labor (the “DOL”) today (August 9, 2017) submitted a Notice of Administrative Action in the Thrivent v. Acosta litigation (D. Minn.). The Notice relates to the final regulation that defines who is a...more

Ninth Circuit Affirms Dismissal Of Dodd-Frank Whistleblower Case, Using Securities Fraud Standard

The Ninth Circuit recently affirmed a grant of summary judgment in an employer’s favor, dismissing a SOX and Dodd-Frank whistleblower retaliation case based on the plaintiff’s lack of an objectively reasonable belief of...more

Securities Class Action Filings at an All-Time High

Federal securities fraud class action filings have been on a meteoric rise over the past 18 months. According to a recent report released by Cornerstone Research, plaintiffs filed 226 new federal securities fraud class action...more

Commercial Division Declines to Use New York Debtor and Creditor Law to Enjoin a Defendant’s Asset Sale Without Evidence of...

In Del Forte USA, Inc. v. Blue Beverage Group, Inc. et al., No. 518454/2016, 2017 BL 253248 (Sup. Ct. Jul. 17, 2017), New York Commercial Division Justice Sylvia G. Ash denied plaintiff Del Forte’s preliminary injunction...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Checklist for Strengthening Your Defenses to 401(k) Plan Class Actions

The last ten years have seen a proliferation of high-profile class actions alleging breach of ERISA fiduciary duties of prudence and loyalty against plan fiduciaries. The claims are usually based upon alleged excessive...more

Chris Lazarini Comments on Waiver of the Right to Seek Arbitration

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the defendant filed fraud and RICO actions in federal court against several persons and entities alleging they defrauded her out of millions of dollars....more

Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to...

In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more

SEC and U.S. Attorney’s Office Bring Action Against Promoter of Bitcoin Store, Inc.

by Perkins Coie on

On June 30, 2017, the SEC and the U.S. Attorney brought parallel civil and criminal fraud charges against Renwick Haddow, the owner of an unregistered broker-dealer entity named InCrowd Equity Inc., and two corporate entities...more

Motions For Leave to Renew: The Requirement Often Overlooked

by Farrell Fritz, P.C. on

A motion for leave to renew must be based upon new evidence or a change in the law that would change the prior determination and must contain a reasonable justification for failure to present such facts on the prior motion....more

SCOTUS Upholds Strict Statute of Repose on Federal Section 11 Securities Claims

by Perkins Coie on

In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more

Delaware Chancery Court Declines To Dismiss Challenges To Director Option Grants And Outside Investor Voting Agreement

by Shearman & Sterling LLP on

On June 28, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of...more

Funds Talk: July 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more

Second Circuit Clarifies Class Certification Requirements in Significant Securities Class Action Decision

On July 7, 2017, the U.S. Court of Appeals for the Second Circuit offered significant guidance regarding the circuit’s class certification requirements in In re Petrobras Securities, No. 16-1914. In addressing an issue of...more

Southern District Decision Dismisses Commodity Exchange Act Claims Based on Morrison

The U.S. District Court in the Southern District of New York recently dismissed a class action lawsuit alleging, among other claims, that a large number of entities and individuals in the market for producing, refining and...more

Debt Dialogue: June 2017 - Hsu v. ODN Holding Corp. and the Rights of (un)Preferred Stockholders

In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more

Red Notice Newsletter - June 2017

ANTICORRUPTION DEVELOPMENTS - Linde Group Receives DOJ Declination Pursuant to FCPA Pilot Program - On June 16, 2017, German based chemical and gas company Linde Group’s American affiliates, Linde North America Inc....more

DOL Again Seeks Comments on New Fiduciary Rules and Exemptions

On June 29, 2017, the Department of Labor (“DOL”) requested another round of public comment on its fiduciary rule—this time in the form of a Request (“RFI”) for Information. The RFI seeks input on (a) whether to extend the...more

The Supreme Court Holds Statute of Repose Cannot Be Equitably Tolled

Securities defendants can rest easier after the Supreme Court’s decision to strictly construe certain statutory time limits under the Securities Act of 1933. On June 26, 2017, the Court issued its opinion in California Public...more

Phantom Recusal Policy Leads to Partial Summary Judgment for Plaintiffs in the Ocwen Securities Litigation

In a June 13, 2017, ruling on a motion for partial summary judgment in the Ocwen Financial Corp. Securities Litigation (the “Ocwen Litigation”), the United States District Court for the Southern District of Florida determined...more

2016 Marks a Record Year for Securities Class Actions

The year 2016 was the biggest yet for U.S. securities class action settlements. On June 14, 2017, Securities Class Action Services, a division of Institutional Shareholder Services, Inc., released its updated list of the top...more

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

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