News & Analysis as of

Securities Fraud Form 10-K

K&L Gates LLP

Shedding Light on "Shadow Trading" and What Companies Should Do Now

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The concept of insider trading under the federal securities laws has evolved over the years, at times in unexpected ways. Current insider trading standards have developed through case law and administrative actions applying...more

Vinson & Elkins LLP

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims...more

Alston & Bird

Supreme Court to Hear Two Important Appeals Regarding the Requirements for Pleading Securities Fraud

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The U.S. Supreme Court has agreed to hear appeals of the Ninth Circuit’s decisions in the Facebook and NVIDIA putative securities class action cases. Our Securities Litigation Group breaks down the potentially far-ranging...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court Grants Certiorari To Determine Scope of Required Corporate Risk Disclosures

On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more

Morrison & Foerster LLP

Supreme Court to Address Whether Risk Disclosures Can Be False or Misleading

On June 10, 2024, the United States Supreme Court agreed to hear argument in Facebook, Inc. v. Amalgamated Bank, No. 23-980, to address whether risk disclosures can be false or misleading if they do not describe a risk that...more

BCLP

Think Twice Before Describing a Lawsuit as “without Merit”

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What happened - A public company and its CEO lost motions to dismiss securities fraud claims based on: ..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit” ..Assurances in...more

The Volkov Law Group

Kraft Foods Agrees to Pay $62 Million for Misstatements in Financial Report

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Recently, the SEC announced a settlement with Kraft Foods for $62 million and with two Kraft executives for financial reporting misstatements.  Along with the corporate settlement with Kraft, the SEC announced proposed...more

Cooley LLP

Blog: Can hypothetical risk factors be misleading?

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In In re Alphabet Securities Litigation, the State of Rhode Island, as lead plaintiff, filed a Rule 10b-5 action against Google LLC, its holding company Alphabet, Inc., and certain executives, alleging that the defendants...more

Proskauer - Corporate Defense and Disputes

Smooth Sailing: Another Securities Class Action Against a Cruise Line Dismissed

On May 27, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action against Carnival Corp. (“Carnival”), which operates the world’s largest cruise company, relating to...more

Proskauer - Corporate Defense and Disputes

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

A&O Shearman

Southern District Of New York Dismisses In Part Securities Fraud Claims Against Major Industrial Conglomerate, Allowing Claims...

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On August 29, 2019, Judge Jesse M. Furman of the U.S. District Court for the Southern District of New York dismissed most of the securities fraud claims in a putative class action against a major industrial conglomerate (the...more

A&O Shearman

District Court Dismisses Putative Class Action Asserting Securities Fraud, Holding That Plaintiffs Failed To Adequately Allege...

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On April 30, 2019, the United States District Court for the District of Massachusetts granted a motion to dismiss a putative class action asserting claims under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange...more

Blank Rome LLP

Generic Representations of Regulatory Compliance Not Actionable under Federal Securities Laws

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In a case alleging violations of federal securities laws by Cigna Corporation and certain of its officers, the Second Circuit Court of Appeals affirmed the dismissal of the complaint on the basis that the statements made by...more

Dorsey & Whitney LLP

Second Circuit Affirms Dismissal of “Creative Attempt to Recast Corporate Mismanagement as Securities Fraud”

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The Second Circuit’s recent decision in Singh v. Cigna Corp., confirms that puffery regarding a corporation’s compliance program cannot form the basis for a stock drop suit. In 2012, Cigna sought to expand its Medicare...more

Troutman Pepper

Even as Data Breaches Continue to Increase, Obstacles Remain for Litigants Seeking to Pursue Securities Fraud and Derivative Suits

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Despite focused media coverage and a steady increase in the number of data breaches involving public companies, there has not been a corresponding increase in shareholder securities fraud and shareholder derivative claims...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Proskauer - Whistleblower Defense

SDNY Refuses to Dismiss Executive’s Dodd-Frank Retaliation Claim

On August 24, 2016, the Southern District of New York denied Defendants’ motion to dismiss a Dodd-Frank whistleblower retaliation claim brought by its former co-CEO and Executive Chairman of its Board of Directors, finding...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week in Review

Council of EU Adopts Regulation Extending Exemptions for Commodity Dealers under CRR - On May 30, 2016, the Council of the EU published a press release confirming that it has adopted a Regulation amending the Capital...more

Dorsey & Whitney LLP

How Falsifying Compliance With A Lease Became Securities Fraud

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The CEO and CFO of a successful senior living firm sought to expand the business by acquiring the operations of another firm and leasing its facilities. Despite warnings that the lease terms were far to onerous, the deal was...more

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