Securities Business Torts

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Hart-Scott-Rodino Premerger Reporting Thresholds Increase

On January 26, the Federal Trade Commission published the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new...more

Ritchie v. Rupe 2016 and the Limits of Fiduciary Duties Owed Between Shareholders in Closely Held Businesses

A recent Texas court of appeals decision bucks the prevailing view when it comes to fiduciary duties owed between shareholders in closely held companies. In Ritchie v. Rupe, the court reversed the jury’s determination that...more

U.S. Supreme Court Clarifies the Scope of ERISA Fiduciary Obligations in Recent Stock Drop Decision

In recent years, plaintiffs’ lawyers have brought numerous ERISA breach of fiduciary duty lawsuits against employers that offer employer stock funds in their 401(k) plans. These lawsuits are typically brought on behalf of...more

The Supreme Court Meant What It Said On Employer Stock Funds

On January 25, 2016, in Amgen, Inc. v. Harris, 2016 WL 280886, the Supreme Court sent a strong message to the lower courts, plaintiffs and ERISA fiduciaries that pleading standards for breach of fiduciary duty prudence claims...more

Be Careful What You Wish For – Dudenhoeffer May Do “More Harm Than Good” For ERISA “Stock Drop” Plaintiffs

In its June 2014 decision in Dudenhoeffer v. Fifth Third Bank, the U.S. Supreme Court unanimously declined to recognize a “presumption of prudence” that had favored retirement-plan fiduciaries faced with allegations of...more

Tension Between 'Aronson' Analysis and the Standard of Review

On Monday, just after the arrival of the blizzard of 2016 in Delaware, the Court of Chancery created its own momentous event with the release of its opinion in In re EZCorp Consulting Agreement Derivative Litigation, C.A. No....more

Supreme Court Decides to Weigh In on Personal Benefit Test

Last week, the Supreme Court agreed to hear an appeal that may resolve ambiguities in the law of insider trading that have arisen in the wake of the Second Circuit’s opinion in United States v. Newman, 773 F.3d 438 (2d Cir....more

Court of Appeal overturns decision in Titan 2006-3 v Colliers in finding that valuer in CMBS structure was not negligent - Court...

In the last edition of Banking Disputes Quarterly, we reported that the Court of Appeal was due to consider the Commercial Court's ruling in Titan Europe 2006-3 plc v Colliers International UK plc [2015] EWCA Civ 1083. The...more

"CFTC Aims to Lower the Bar on Proving Manipulation in Pending Cases"

In two separate Commodity Futures Trading Commission (CFTC) enforcement actions before district courts in New York and Chicago, the CFTC has asked each court to adopt holdings that would significantly enhance the CFTC’s...more

"Enforceability of Corporate Forum-Selection Bylaws Continues to Strengthen"

In recent years, corporations have responded to the threat of duplicative stockholder lawsuits in multiple courts across the country, as well as “forum shopping” by plaintiffs, by enacting forum-selection bylaws. Under these...more

Court Of Chancery Rejects Settlement Because Of Named Plaintiff Conflict

Smollar v. Potarazu, C.A. No. 10287-VCN (January 14, 2016) - This decision points out the hazard in providing a separate benefit to the named plaintiff in connection with the settlement of a derivative suit....more

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

2015 Half-year in review M&A legal developments

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

Second Circuit Seeks Guidance from Delaware on Direct Shareholder Lawsuits for Holding Stock Based on Alleged Misstatements

May former stockholders who allege they were damaged by holding stock of a company, because of fraudulent and negligent misrepresentations about the company’s financial status, sue the company directly versus in a derivative...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

"Insights Conversations: Securities Litigation"

From the impacts of U.S. Supreme Court Omnicare and Halliburton cases to the uptick in Securities Act class actions, litigation partners Scott Musoff and Susan Saltzstein discuss the latest securities litigation developments....more

Shaev v. Adkerson, C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss plaintiff’s claims that in granting one million restricted stock units, defendants, the board of directors of a corporation, violated its...more

Commerzbank AG Sues Four RMBS Trustees Alleging Violations of Duties to Investors

On December 23 and 24, Commerzbank AG filed four actions in the Southern District of New York against Deutsche Bank National Trust Company, HSBC Bank USA, N.A., Wells Fargo Bank, N.A., and the Bank of New York Mellon in their...more

The Year in Review: 2015 FINRA Enforcement Actions

Over the past several years, the Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization responsible for regulating every brokerage firm and broker doing business with the U.S. public, brought...more

CIBC v. Green: The Supreme Court of Canada Clarifies Key Provisions of the Ontario Securities Act and the Ontario Class...

A recent decision by the Supreme Court of Canada offers both clarity and further questions on the timing of secondary market misrepresentation claims brought under the Ontario Securities Act (the “Securities Act”). While we...more

Financial Services Quarterly Report - Fourth Quarter 2015: The VW Case and the German Act on Model Case Proceedings in Disputes...

Volkswagen AG (VW) has lost more than one-third of its value following the September issuance by the U.S. Environmental Protection Agency (EPA) of a Notice of Violation (NOV) of the Clean Air Act to VW and certain affiliated...more

Flawed Auctions and Buy-Side Conflicts: Financial Advisor Liability for Aiding and Abetting Breach of the Duty of Care in RBC...

On November 30, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision holding a financial advisor liable for almost $76 million in damages for aiding and abetting corporate directors in breaches of fiduciary...more

Investors File Putative Class Action Against Citibank for Allegedly Failing to Comply with RMBS Trustee Duties

On November 24, 2015, a group of investors, led by Pacific Investment Management Co. (“PIMCO”), filed suit in the Supreme Court of the State of New York against Citibank, N.A., as trustee of 25 private-label RMBS Trusts. This...more

SEC Enforcement Chief Andrew Ceresney Discusses CCO Liability

On November 4, 2015, Andrew Ceresney, director of the Securities and Exchange Commission’s (SEC’s) Division of Enforcement (Enforcement Division), delivered the keynote address at the 2015 National Conference of the National...more

Delaware Supreme Court Upholds Rural/Metro Decision

The Delaware Supreme Court recently affirmed the 2014 decisions of the Delaware Court of Chancery finding the lead financial advisor for Rural/Metro Corporation (“Rural”) liable to a class of Rural stockholders for aiding...more

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