News & Analysis as of

Securities Litigation Supreme Court of the United States Securities Act of 1933

Seyfarth Shaw LLP

Supreme Court Narrows Securities Fraud Exposure

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The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more

Fenwick & West LLP

Will a Recent U.S. Supreme Court Decision Encourage More Companies to Go Public Through a Direct Listing? Implications of Slack...

Fenwick & West LLP on

On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more

Skadden, Arps, Slate, Meagher & Flom LLP

SCOTUS Bars Section 11 Claims Based on Direct Listing

A unanimous Supreme Court today made it more difficult for shareholders to file suits under Section 11 of the Securities Act of 1933 (the Securities Act or the Act). The Court held in Slack Technologies, LLC v. Fiyyaz Pirani...more

A&O Shearman

United States Supreme Court Hears Oral Argument in Securities Act Case Raising Questions of Standing

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Yesterday the United States Supreme Court heard oral argument in a case raising questions of when investors have standing to sue under Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”). Slack...more

A&O Shearman

United States Supreme Court Dismisses Appeal In Case Concerning Whether Private Securities Litigation Reform Act’s Automatic Stay...

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On February 21, 2023, the United States Supreme Court formally dismissed the appeal of a case in which a settlement had been announced after certiorari was granted to review a decision by a California state court allowing...more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update

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In 2022, there were 197 federal securities class actions filed, which is a slight drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. There were...more

Alston & Bird

Supreme Court to Decide Whether the 1933 Act’s Strict Liability Provisions Apply to Direct Listings

Alston & Bird on

Alston & Bird’s Securities Litigation Group analyzes the issues facing the U.S. Supreme Court in an appeal that will determine whether companies face potential liability under the 1933 Act for shares made available to the...more

Proskauer - Corporate Defense and Disputes

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more

Seyfarth Shaw LLP

In the Wake of the Pandora’s Box Opened by the Supreme Court’s Cyan Decision, Court to Address Discovery Stay Question in State...

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On July 2, 2021, the US Supreme Court granted the Petition for a Writ of Certiorari filed in Pivotal Software, to address one of the many questions stemming from the Court’s decision in Cyan, which permitted state courts to...more

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court: Delaware Corporations May Adopt Federal-Forum Provisions Requiring That Securities Act Claims Be Brought...

Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018. But uncertainty lingers as to whether post-IPO public companies can...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Year-End Update

Jones Day on

We are pleased to present our annual year-end update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more

A&O Shearman

U.S. Chamber Of Commerce's Institute Of Legal Reform Publishes Report On "Broken Securities Class Action System" And Proposes...

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On February 25, 2019, the U.S. Chamber of Commerce’s Institute of Legal Reform (the “ILR”) published a report entitled “Containing the Contagion: Proposals to Reform the Broken Securities Class Action System” (the “Report”)....more

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Securities Class Action Filings Show No Signs of Abating

As anticipated, securities class action filings remained high in 2018, with more than 400 filings in federal court, and the number is expected to remain high in 2019. While the total number is slightly less than in 2017, it...more

Bass, Berry & Sims PLC

Delaware Chancery Court Closes Off Potential Route Around Cyan

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On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more

White and Williams LLP

Delaware Chancery Court Invalidates Charter Provisions Requiring Federal Forum Selection for Claims Under The Securities Act Of...

White and Williams LLP on

On December 19, 2018, The Delaware Court of Chancery held in Sciabacucchi v. Salzberg that Delaware corporations cannot use charter or bylaw provisions to mandate that claims under the Securities Act of 1933 (‘33 Act) must be...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court of Chancery Invalidates Forum Selection Provisions Regulating Claims Under the Securities Act of 1933

On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the...more

Cooley LLP

Blog: Delaware Chancery invalidates exclusive federal forum provisions

Cooley LLP on

In March 2018, in Cyan Inc. v. Beaver County Employees Retirement Fund, SCOTUS held that state courts continue to have concurrent jurisdiction over class actions alleging only ’33 Act violations by private plaintiffs and that...more

Mintz - Securities Litigation Viewpoints

U.S. District Court Holds that Certain Claims by Opt-Out Plaintiffs Are Barred by the Statute of Repose

In a recent ruling in In re: BP p.l.c. Securities Litigation the United States District Court for the Southern District of Texas dismissed claims asserted by opt-out plaintiffs as time barred by the Exchange Act’s statute of...more

Dorsey & Whitney LLP

Can the SEC Eradicate The Distinction Between Primary and Secondary Liability?

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“The distinction between primary and secondary liability matters...For decades...the SEC has tried to erase that distinction...” Lorenzo v. SEC, 872 F. 3d 578, 601 (D.C. Cir. 2017) (Kavenaugh, Circuit Judge, dissenting). ...more

Moore & Van Allen PLLC

The Doors of State Courthouses Remain Open to Class Action Plaintiffs with Federal Securities Act of 1933 Claims Related to...

Moore & Van Allen PLLC on

In 2017, federal securities class actions were filed at a rapid clip, averaging more than one per day – a level not seen in nearly 20 years according to survey data. It was the third year of growth and a 44% increase over...more

Bass, Berry & Sims PLC

IPOs and Registered Offerings Beware – Supreme Court Decision Risks Increased Lawsuits in State Courts

On March 20, 2018, a unanimous United States Supreme Court, in Cyan, Inc. v. Beaver Cty. Employees Ret. Fund, No. 15-1439, 2018 WL 1384564, answered two questions concerning investors' ability to pursue alleged violations of...more

Fenwick & West LLP

Supreme Court Rules That Securities Act Class Actions May Proceed in State Court

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The U.S. Supreme Court has ruled that class action plaintiffs can bring claims under the Securities Act of 1933 in either state or federal court. ...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court in Cyan Upholds State Court Securities Act Class Actions

In Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, decided on March 20, 2018, the Supreme Court unanimously held that class actions based solely on the Securities Act of 1933 (33 Act) may be brought in...more

Troutman Pepper

Supreme Court's Cyan Decision Means Open Season for Investor Class Actions After IPOs

Troutman Pepper on

The U.S. Supreme Court issued a unanimous decision on March 20 holding that investors are free to file securities class action lawsuits challenging the veracity of stock registration statements under Section 11 of the...more

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