On June 17, 2024, the U.S. Supreme Court granted certiorari on Nvidia’s appeal of the Ninth Circuit’s decision to revive a shareholder class action lawsuit against the company. The Supreme Court will consider the appropriate...more
As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a stockholder need to specify the ends to which it might use the books and...more
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021. Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021. Derivative Litigation - Second Circuit Reverses Summary Judgment...more
In the first test outside of Delaware, a California court ruled that federal forum selection provisions enacted by Delaware corporations should be enforced so long as they are not unreasonable, meaning they do not alter...more
Following several quarters of double-digit rate hikes and increased retentions, the hardening marketing for directors and officers (D&O) liability insurance is adjusting to a “new normal” of increasing exposures, claims, and...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
On February 25, 2020, the Tenth Circuit Court of Appeals upheld the dismissal of shareholders’ securities-fraud class action against the Western Union Company (“Western Union”) and several of its current and former executive...more
Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
In the past few years, there has been a dramatic rise in the number of M&A disclosure lawsuits filed in federal court. Recently, courts have begun to fight back against this nuisance litigation using different approaches. ...more
A recent decision of the U.S. Court of Appeals for the Ninth Circuit, In re Quality Systems, Inc. Securities Litigation, 865 F.3d 1130 (9th Cir. 2017), cut back on the protections afforded by the safe-harbor provision of the...more
On April 21, 2017, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a shareholder class action lawsuit against certain officers and directors of ATP Oil & Gas Corporation (“ATP”). Neiman et...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more
SEC Rule 10b-5 makes it unlawful to misstate a material fact (or omit to say something if the omission would render misleading what you do say) in connection with the purchase or sale of a security. The Private Securities...more
In a huge victory for Massachusetts-based biologics manufacturer Genzyme Corporation, the First Circuit Court of Appeals on June 5, 2014 affirmed the District Court’s dismissal of a multi-million dollar shareholder class...more
Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more