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Sixth Circuit Concludes Morrison Does Not Apply To Advisers Act

In Morrison v. National Australia Bank, Ltd., 561 U.S. 247 (2010) the Supreme Court held that the reach of Exchange Act Section 10(b) is the water’s edge of the United States. Specifically, the court held that the Section...more

Seventh Circuit Affirms District Court on Remand in Jones v. Harris Associates

In Jones v. Harris Associates L.P., the Supreme Court adopted the Gartenberg standard for cases brought under Section 36(b) of the Investment Company Act of 1940: “[T]o face liability... an investment adviser must charge a...more

Salman v. Newman: The developing standard for insider trading liability

The 9th Circuit just denied rehearing en banc in a closely watched decision that declined to adopt a broad interpretation of its influential sister circuit’s watershed opinion in United States v. Newman, 773 F.3d 438 (2d Cir....more

Conflict Minerals Rule Still Unconstitutional After Rehearing

The United States Court of Appeals for the District of Columbia issued its decision on the conflict minerals rule after a rehearing. In National Association of Manufacturers, et al, v. SEC, the Court adhered to its original...more

BP Case May Again Test Limits of FERC’s “In Connection With” Enforcement Jurisdiction

A Federal Energy Regulatory Commission (FERC) Administrative Law Judge last week issued an Initial Decision finding that BP America (BP) and certain related BP entities violated FERC’s Anti-Manipulation Rule. Following a...more

Section 10(b) Claim Receives a Do-Wacko-Do

So many Section 10(b) claims involve claims of misrepresentation that it easy to forget that the rule also makes it unlawful to use manipulative devices in connection with the purchase or sale of securities.  However, a...more

A Firewall for the Boardroom: Best Practices to Insulate Directors and Officers From Derivative Lawsuits and Related Regulatory...

Shortly after the massive 2013 Target data breach, shareholders filed four derivative lawsuits against the company’s directors and some of its officers (13 CARE 624, 3/20/15). The shareholders alleged that the defendants had...more

Trinity Wall Street v. Wal-Mart Stores, Inc. - “Lawyers, Guns and Money”

On July 6, 2015 the Third Circuit Court of Appeals issued its eagerly awaited opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., addressing the question of what constitutes a company’s ordinary business operations and...more

Significant Headwinds for Securities Class Actions

In April 2015, the Supreme Court of Canada released its decision in Theratechnologies Inc. v 121851 Canada Inc., 2015 SCC 18, in which it emphasized the need for a robust screening mechanism to prevent unmeritorious secondary...more

French Supreme Court rules out liability for undercapitalising companies

Minimum share capital requirements have disappeared from French legislation over the last few years, leaving the société anonyme as the last and only commercial company with such a requirement, set by the French Commercial...more

Ontario Court Upholds Limitations on Liability for Misrepresentations Contained in Take-Over Bid Circulars

In a decision released on July 30, 2015, the Ontario Superior Court of Justice has clarified that plaintiffs seeking to advance claims under section 131(1) of the Securities Act (Ontario) alleging misrepresentation in a...more

Carrying the Halli-burden: District Court Takes Up Price Impact at Class Certification in the Wake of Halliburton v. Erica P....

In a lengthy ruling containing a detailed analysis of dueling economic expert reports, a federal court in Texas held on July 25, 2015 that defendant Halliburton Company demonstrated a lack of price impact at the...more

Dirks, Newman, Tippees And The Government’s Cert Petition

The Government filed its long awaited Petition for a Writ of Certiorari with the Supreme Court in the Newman insider trading case. The Petition presents three key issues which were generally presaged in the request for...more

District Court Follows Supreme Court’s Lead in Halliburton, Allows Class Action to Proceed with Narrowed Factual Scope

Applying the Supreme Court’s landmark decision in Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II”), which allowed companies facing securities fraud class actions to defeat certification...more

The Future of Securities Class Action Litigation

Securities litigation has a culture defined by multiple elements: the types of cases filed, the plaintiffs’ lawyers who file them, the defense counsel who defend them, the characteristics of the insurance that covers them,...more

This Week In Securities Litigation

The Government requested that the Supreme Court overturn U.S. v. Newman, the Second Circuit’s decision on tipping and the personal benefit test. Previously, the Second Circuit had declined a request to either rehear the case...more

Government Seeks Supreme Court Review In Second Circuit Insider-Trading Case

After months of will-he-or-won’t-he speculation about whether the U.S. Solicitor General would ask the Supreme Court to review the Second Circuit’s restrictive insider-trading decision in United States v. Newman, the question...more

LongPath Capital, LLC v. Ramtron Int'l Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015) (Parsons, V.C.)

In this appraisal action, the Court of Chancery determined that the negotiated merger price less synergies yielded the fair value of Ramtron International Corporation (“Ramtron”) for purposes of Section 262 of the Delaware...more

Delaware Legislature Prohibits Fee Shifting and Authorizes Exclusive Forum Selection

Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law. On June 24, Delaware Governor Jack Markell signed Senate Bill 75...more

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

Orrick's Financial Industry Week in Review

The Restructuring Mid-Summer Review: Europe and the Emerging Markets - For those focused on the debt restructuring market, the Greek sovereign crisis (covered extensively in our recent updates1) has drowned out news of...more

JPMorgan Settles RMBS Class Action

On July 17, 2015, lead plaintiffs filed a stipulation and agreement settling a 2009 class action lawsuit against JPMorgan Chase & Co. (“JPMorgan”) alleging that the bank had misrepresented the quality of loans underlying $10...more

Morgan Stanley and Natixis Win Dismissal of RMBS Claims

On July 14, 2015, Justice Friedman of the New York State Supreme Court for the County of New York granted in part Morgan Stanley & Co.’s motion to dismiss fraud claims brought by HSH Nordbank AG (“HSH”) and Carrera Capital...more

DC Circuit Bars Retroactive Application of Dodd-Frank Act Provisions Permitting SEC to Bar Association with Municipal Advisors and...

On July 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that Dodd-Frank Act provisions authorizing the SEC to punish certain misconduct by barring association with municipal advisors and rating...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

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