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Securities Civil Procedure

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

ISDA Master Agreement – Court of Appeal favours chosen law over local

by Dentons on

When commercial parties choose English law to govern their hedging or financing contracts, the English courts will usually apply that choice with very few exceptions. A recent Court of Appeal case further narrows one such...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

Hong Kong court appoints receivers to preserve assets in aid of arbitral proceedings in China

by Hogan Lovells on

The Hong Kong High Court has appointed receivers over shares in a Hong Kong company as an interim measure to preserve the status quo and the value of the shares, pending the outcome of CIETAC arbitration proceedings in...more

SCOTUS Update: Environmental and Administrative Law Cases Decided in 2017

The 2016 Term of the U.S. Supreme Court was fairly quiet, perhaps reflecting the fact that with only eight members, the Court needed a working consensus to handle its docket. The Court handed down seventy rulings, but only a...more

Eastern District Of Wisconsin Dismisses Securities Fraud Allegations Based On Accounting Errors For Failure To Sufficiently Plead...

by Shearman & Sterling LLP on

On July 20, 2017, Judge J.P. Stadtmueller of the United States District Court for the Eastern District of Wisconsin dismissed claims brought by shareholders of Kohl’s Corporation (“Kohl’s”) against the company and two of its...more

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

Second Circuit Applies Morrison to Rule 23 Predominance Analysis, in In re Petrobras Securities, but Rejects Third Circuit’s...

On July 7, the Second Circuit affirmed in part and vacated in part an order by Judge Rakoff of the S.D.N.Y. certifying two classes in the In re Petrobras Securities litigation, — F.3d –, 2017 WL 2883874 (2d Cir., July 7,...more

Southern District Of New York Dismisses Securities Fraud Claims For Failure To Plead Reliance And Scienter

by Shearman & Sterling LLP on

On July 10, 2017, Judge John G. Koeltl of the United States District Court for the Southern District of New York dismissed a putative securities fraud class action against E*TRADE Securities LLC (“E*TRADE”), E*TRADE Financial...more

Northern District of California Partially Dismisses "Defeat Device" Claims Against Volkswagen For Failure to Plead Scienter

by Shearman & Sterling LLP on

On July 19, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California partially dismissed a putative class action against Volkswagen Aktiengesellschaf (“VW AG”), Volkswagen...more

Private Equity and Privilege: Why Recent Legal Developments Matter to Buyout Firms

by Latham & Watkins LLP on

Legal professional privilege allows clients to share information with lawyers, knowing it need not be revealed in court. Privilege extends to legal advice generally, and to documents prepared in contemplation of litigation. ...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

Governance & Securities Law Focus: Europe Edition - July 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Supreme Court Set To Decide Whether Dodd-Frank Protects Internal Whistleblowers

by Jackson Lewis P.C. on

On June 26, 2017, the U.S. Supreme Court agreed to review whether the Dodd-Frank Act’s whistleblower anti-retaliation provisions protect employees who only complain internally to their employer, but do not complain directly...more

Third Circuit Holds That Statutes Of Limitation May Be Tolled By Books-And-Records Demands Under Delaware Law Despite Inquiry...

by Shearman & Sterling LLP on

On June 13, 2017, Chief Judge Smith of the United States Court of Appeals for the Third Circuit reversed in part the District Court’s dismissal of claims for breach of contract as untimely. Norman v. Elkin, No. 16-1924 (3d...more

The Supreme Court of Canada Clarifies the Personal Liability of Directors in Oppression Cases

by Bennett Jones LLP on

In Wilson v. Alharayeri, 2017 SCC 39 [Alharayeri], the Supreme Court of Canada in a unanimous decision provides significant guidance as to when directors ought to be held personally liable for oppressive conduct under the...more

SEC Sustains Dismissal of Wells Fargo Insider Trading Case

by Dorsey & Whitney LLP on

The rash of lawsuits challenging the SEC’s venue selection decisions may ultimately end with the Supreme Court reviewing the propriety of the retention process for Commission ALJs under the Constitution’s Appointments Clause...more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...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

Commercial Division Rules that U.S. Treasury Secretary’s Access to a Company’s Detailed Financial Information in His Role as a...

Members of a company’s board who are also investors in the company often have access to detailed information about the company’s finances and its lending facilities. But what happens when an investor-board member could,...more

2nd Circuit Weighs in on Certifying Classes Involving Foreign Securities

by Burr & Forman on

In In re Petrobras Securities Litigation, the Second Circuit Court of Appeals recently issued an opinion regarding the standards for certifying a class involving foreign securities. Petrobras is a multinational Brazilian gas...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

Second Circuit Overturns District Court Denial Of Leave To Add Securities Fraud Claims Because Release Clause In Stock Sale...

by Shearman & Sterling LLP on

On July 13, 2017, the United States Court of Appeals for the Second Circuit vacated a part of a district court decision denying a plaintiff’s motion to amend a complaint to add securities fraud claims based on a contractual...more

The 2nd Circuit Clarifies that Administrative Feasibility Is Not a Requirement for Class Certification

On July 7, in In re Petrobras Securities, the 2nd Circuit declined to adopt an independent “administrative feasibility” requirement for class certification under Rule 23. In so holding, the 2nd Circuit joined the 6th, 7th,...more

2016-17 Securities Class Actions by the Numbers

by BakerHostetler on

2016 was an unprecedented year in securities class actions filings. According to a report published by NERA Economic Consulting, a record 300 securities class action complaints were filed in 2016 in federal courts, a 32...more

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