News & Analysis as of September 22, 2024

Securities Exchange Act › Negligence

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Akin Gump Strauss Hauer & Feld LLP on 8/19/2024

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

Leash the Kraken: SEC Sues Kraken

Seward & Kissel LLP on 11/28/2023

On November 20, 2023, the SEC filed a complaint in the United States District Court for the Northern District of California against Payward, Inc. and Payward Ventures, Inc. which, together, do business as Kraken. The...more

Unprecedented: COVID-19 Litigation Insights, Volume 2, Issue 11

Spilman Thomas & Battle, PLLC on 6/2/2021

Welcome to the eleventh, post-Memorial Day issue of the 2021 edition of Unprecedented. As India and Peru experience record COVID-19 cases, many parts of the United States have reached a return to normality that was...more

Emulex Cert Dismissed: Supreme Court Passes on Opportunity to Curtail Federal Court Merger Litigation

Carlton Fields on 4/24/2019

Emulex Corp. v. Varjabedian, No. 18-459 (U.S. Apr. 23, 2019) - On April 23, 2019, the U.S. Supreme Court dismissed a writ of certiorari that could have decided whether investors may sue public companies alleged to have...more

Southern District Of Texas Dismisses Putative Class Action Against Oil And Gas Exploration Company For Failure To Adequately...

A&O Shearman on 3/19/2019

On March 13, 2019, Judge Lee H. Rosenthal of the United States District Court for the Southern District of Texas granted a motion to dismiss claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5...more

Is the Standard Negligence or Intent? Supreme Court to Address Circuit Split on Section 14(e) Claims

Alston & Bird on 1/8/2019

On January 4, 2019, the Supreme Court of the United States granted certiorari and agreed to hear a challenge by Emulex Corporation to a 2018 Ninth Circuit ruling regarding the scope of liability under Section 14(e) of the...more

Attention Forum Shoppers! Blue Light Special in the Ninth Circuit!

A&O Shearman on 5/14/2018

On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more

Ninth Circuit Holds That Section 14(e) Of The Exchange Act Requires Showing Of Negligence, Not Scienter, In Departure From Other...

A&O Shearman on 5/1/2018

On April 20, 2018, the United States Court of Appeals for the Ninth Circuit held that scienter is not required for securities claims brought under Section 14(e) of the Securities Exchange Act of 1934. Varjabedian v. Emulex...more

Ninth Circuit Establishes Negligence Standard for Section 14(e) Claims in Circuit-Splitting Decision

Perkins Coie on 4/30/2018

Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more

Ninth Circuit Splits From Other Circuits, Holding That a Negligence Standard Applies to a Claim Challenging Tender Offer...

Sheppard Mullin Richter & Hampton LLP on 4/27/2018

In Varjabedian v. Emulex Corp., No. 16-55088, 2018 U.S. App. LEXIS 10000 (9th Cir. Apr. 20, 2018), the United States Court of Appeals for the Ninth Circuit split from the Second, Third, Fifth, Sixth and Eleventh Circuits to...more

Ninth Circuit: Enough to Allege Negligence When Attacking Tender Offer Documents

Pillsbury Winthrop Shaw Pittman LLP on 4/25/2018

Varjabedian ruling challenges long-standing precedent of scienter requirement. Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more

Five Advantages to Section 18 – A New Weapon for Institutions

Mintz - Securities Litigation Viewpoints on 9/30/2015

Section 18 of the Securities Exchange Act, while seldom used in the past, has been increasingly used by institutional investors in suits against banks and other entities. The advantages of Section 18 are as follows...more

CFPB Wins MTD, But Loses on Scienter Standard for Aiding-and-Abetting Claims

MoFo Reenforcement on 9/9/2015

A federal judge has rejected the CFPB’s argument that the CFPA should incorporate a lower standard for “recklessness” than that to secondary liability under the Securities and Exchange Act of 1934 (“SEC Act”). On September 1,...more

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and...

Sheppard Mullin Richter & Hampton LLP on 8/27/2013

In SEC v. Das, No. 12-2780, 2013 U.S. App. LEXIS 15327 (8th Cir. July 29, 2013), the United States Court of Appeals for the Eighth Circuit affirmed the district court’s delivery of jury instructions applying a negligence...more

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Securities Exchange Act › Negligence

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