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Guaranty Bank RMBS Lawsuits Dismissed As Time-Barred

udge Sam Sparks of the United States District Court for the Western District of Texas granted judgment to defendants in two related cases filed by the FDIC on behalf Guaranty Bank (now defunct) arising out of Guaranty Bank’s...more

California Dividend Statutes Found To Preempt Common Law Claims

Chapter 5 of the California Corporations Code imposes specific limitations on “distributions to shareholders”, a term defined in Corporations Code section 166. Directors who approve the making of any distribution to...more

Dodd-Frank Whistleblower Claims Subject To Arbitration, Key Distinctions Between Dodd-Frank And Sarbanes-Oxley Whistleblower...

Two recent U.S. District Court decisions hold that whistleblower claims under the Dodd-Frank Act are subject to arbitration under an appropriate pre-dispute arbitration agreement. In addition, the first of these decisions...more

FINRA Board of Governors Invalidates Class Action Waivers in Customer Account Agreements

In an April 24th ruling that will have widespread impact among financial institutions, the FINRA Board of Governors held that a broker-dealer violated FINRA rules by including a mandatory class action waiver in its customer...more

The Limits Of SLUSA Preemption

In 1995, the Private Securities Litigation Reform Act (“PSLRA”) was passed to limit frivolous and unwarranted securities lawsuits. 15 U.S.C. §78u–4. While private securities litigation is an indispensable tool in which...more

United States Supreme Court Resolves Circuit Split and Narrows Scope of SLUSA

In Chadbourne & Parke LLP v. Troice, Nos. 12-79, 12-86 and 12-88, 2014 U.S. LEXIS 1644 (U.S. Feb. 26, 2014), the Supreme Court of the United States resolved a split in the circuits regarding whether alleged misrepresentations...more

Supreme Court Maintains Viability of State Law Claims Related to Securities Transactions

A recent Supreme Court opinion, Chadbourne & Parke LLP v. Troice, addresses the viability of class action state-law claims arising from fraudulent securities transactions. This was an opportunity for the Court to limit...more

Where the Whistle Blows: SEC Invites Circuit Split Over Reach of Dodd-Frank Anti-Retaliation Provision

The Securities and Exchange Commission recently weighed in on a whistleblower case pending in the Second Circuit, urging the court in Liu v. Siemens, A.G. to adopt the SEC’s interpretation of the Dodd-Frank Act’s...more

Supreme Court Rules that the Securities Litigation Uniform Standards Act Does Not Preempt State Law Claims

This week, the US Supreme Court narrowed the scope of the preemption provisions of the Securities Litigation Uniform Standards Act (SLUSA), which bars certain state law-based securities class actions. As a result, securities...more

The Supreme Court Narrows SLUSA’s Reach and Expands the Pool of Potential Defendants Subject to State Securities Law Class Actions

On February 26, 2014, the United States Supreme Court limited the reach of the Securities Litigation Uniform Standards Act of 1998 (SLUSA), thereby increasing the number of individuals and entities that may be surprised to...more

High Court Limits Application of Phrase “In Connection With” for Federal Securities Laws

On February 26, 2014, the U.S. Supreme Court ruled in Chadbourne & Parke LLP v. Troice et al. that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) does not preclude class action lawsuits asserting state law...more

Supreme Court Narrows The Scope Of SLUSA Preemption, Green-Lighting State Law Class Action Claims Alleging Ponzi Scheme

On February 26, 2014, the U. S. Supreme Court (“the Court”) held that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) did not preclude Stanford Ponzi scheme plaintiffs’ state-law class action claims because...more

Supreme Court Holds That SLUSA Does Not Preempt State Law Claims Of Investors In Stanford Ponzi Scheme

Recently, the U.S. Supreme Court limited the scope of the preemption of state law class actions afforded by the Securities Litigation Uniform Standards Act of 1998 (SLUSA) in Chadbourne & Parke LLP v. Troice, No. 12-79 (U.S....more

SCOTUS Holds State-Law Securities Class Actions Not Precluded By Federal Law

On February 26, the Supreme Court held that the Securities Litigation Uniform Standards Act of 1998 (Securities Litigation Act) does not preclude four state-law based class actions against firms and individuals who allegedly...more

Complex Litigation Update: SCOTUS Allows Plaintiffs’ State-Law Class Actions Against Law Firms, Financial Firms, and Others to...

On Wednesday of last week, the Supreme Court of the United States issued a 7-2 decision affirming a Fifth Circuit ruling permitting four state-law class actions to proceed against two New York law firms and others in a matter...more

U.S. Supreme Court Ruling Opens the Door to More State-Law Securities Class Actions

Today, in a 7-2 decision with Justice Breyer writing for the majority, the Supreme Court issued a narrow interpretation of when the federal Securities Litigation Uniform Standards Act (“SLUSA”) preempts state-law securities...more

Second Circuit Holds Delaware Fiduciary Duty Law Preempted By Federal Interest In Fiscal Stability

In Starr International Co. v. Federal Reserve Bank of New York, No. 12-5022-cv, 2014 U.S. App. LEXIS 1770 (2d. Cir. Jan. 29, 2014), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims...more

Lyondell Bankruptcy Court Holds That Safe Harbors Do Not Prohibit Creditors From Asserting State Law Constructive Fraudulent...

On January 14, 2014, Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York in Weisfelner v. Fund 1. (In re Lyondell Chemical Co.), Adv. Proc. No. 10-4609 (REG), 2014 WL 118036...more

Bankruptcy Court defines limits of shareholder safe harbor in failed leveraged buyouts

An opinion issued in connection with the bankruptcy cases of Lyondell Chemical Company and its affiliates may have significant implications for shareholders who receive payments in connection with a leveraged buyout when the...more

Supreme Court to Review Sixth Circuit’s Reinstatement of ERISA “Stock-Drop” Class Action

The Supreme Court recently agreed to resolve a circuit split on the pleading requirements for claims that ERISA fiduciaries imprudently invested employee stock ownership plan (ESOP) assets in the stock of the...more

Read Before Whistleblowing: What Every Lawyer Needs to Know

In wake of ethics opinion, lawyers in New York — if not elsewhere — must think hard before considering whether to participate in the Dodd-Frank Whistleblower Award Program. A recent SEC whistleblower award of $14 million may...more

Will Award-Seeking Whistleblower Lawyers Be Caught Between Conflicting SEC and State Ethics Rules?

Lawyers blowing the whistle on issuer clients might be “rewarded” with state bar investigations for possible breaches of their duty of confidentiality. Introduction - Every issuer of securities is a repository...more

Must Suits/Actions To Enforce Section 25401 Be Brought In The Federal Courts?

Suppose Congress enacts a statute providing that the federal courts will have exclusive jurisdiction of all lawsuits brought to enforce any liability or duty under a federal act or the rules adopted under that act. If a...more

Ninth Circuit Remands “Say-on-Pay” Cases Back to State Court for Lack of Jurisdiction

The US Court of Appeals for the Ninth Circuit affirmed the lower court’s decision to remand to state court two “say-on-pay” cases, finding no questions of federal law had been raised. In the shareholder derivative actions,...more

Does An SEC Attorney Commit An Ethical Violation By Encouraging Whistleblowing Lawyers?

The Harvard Law School Forum on Corporate Governance and Financial Regulation included a comprehensive post by Lawrence A. West which tackles the question of whether attorneys can be award seeking whistleblowers. I want to...more

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