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Breach of Duty Securities Exchange Act

Holland & Knight LLP

Shady Days: SEC Secures Another Insider Trading Stat on Shadow Trading Theory

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The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for April 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

Morrison & Foerster LLP

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

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On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

A&O Shearman

Eastern District Of New York Court Grants In Part Motion To Dismiss Putative Securities Class Action Brought Against Space...

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On November 7, 2022, Judge Allyne R. Ross of the United States District Court for the Eastern District of New York granted in part a motion to dismiss a putative securities class action against a space exploration company...more

Dechert LLP

Securities and Derivative Litigation: Quarter 3 2022 Update

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In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

Goodwin

Grayscale Investments Petitions D.C. Circuit For Review Of SEC’s Decision To Disapprove Proposed Bitcoin Exchange-Traded Product

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On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more

A&O Shearman

Delaware Court Of Chancery Rejects Motion To Stay SPAC Breach Of Fiduciary Duty Suit Pending Parallel Federal Securities Action

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On March 7, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to stay a putative class action brought by legacy stockholders of DiamondPeak Holding Corp., a special purpose acquisition...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

Morrison & Foerster LLP

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Action

In January 2022, a federal district court denied a motion to dismiss a novel insider trading enforcement action brought by the U.S. Securities and Exchange Commission based upon a theory known as “shadow insider trading.”...more

Venable LLP

Novel SEC "Shadow Trading" Theory Expands Insider Trading Liability

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The SEC recently unveiled a novel "Shadow Trading" theory that expands insider trading liability. "Shadow Trading" describes when an insider with material, non-public information regarding their own company uses that...more

Holland & Knight LLP

"Shadow Trading" Case Survives Defendant's Motion to Dismiss

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The U.S. District Court for the Northern District of California in SEC v. Panuwat, a case we discussed in a previous blog as having significant repercussions for insider trading enforcement in fiscal year (FY) 2022, just...more

Holland & Knight LLP

The Future's Best Predictor: What Can FY2021 Insider Trading Actions Tell Us About FY2022?

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Last month, Holland & Knight published an alert that broke down the SEC Division of Enforcement (Division) Annual Report for the fiscal year (FY) 2021...more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh Circuit Holds That Delaware Forum Bylaw Cannot Force Litigation of Securities Exchange Act Claims in Delaware State Court

The U.S. Court of Appeals for the Seventh Circuit held on Friday, January 7, 2022, that a district court erred in holding that Boeing Corporation could use its Delaware forum selection bylaw to force a shareholder derivative...more

A&O Shearman

District Of Delaware Dismisses Suit Against Wireless Technology Company For Failure To Plead Actionable Misstatement

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On November 15, 2021, Judge Richard G. Andrews of the United States District Court for the District of Delaware dismissed a derivative suit against a company that provides hardware, software, and services for wireless...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Proskauer - Corporate Defense and Disputes

CytoDyn Faces Continued Shareholder Pressure

The spate of shareholder actions against biotech companies relating to COVID-19 treatments shows no signs of stopping, and now, derivative lawsuits are following the initial wave of securities class actions. For example,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts - June 2021

Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Proskauer - Minding Your Business

Shareholder Seeks Second Look At Company Data Security Practices

On November 25, 2020, a shareholder of First American Financial Corporation (“First American”) filed suit against the company and its officers and directors over a massive data security breach that exposed hundreds of...more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

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California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

Jones Day

Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership Is an Emerging Trend

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The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Snell & Wilmer

Recent Developments and Other Considerations

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Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

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