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Corporate and Financial Weekly Digest - Volume X, Issue 3

In this issue: - SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals - SEC Comments on FINRA's Proposed Rule Amendment to Increase Pricing Disclosure - CFTC Grants...more

Eighth Circuit Clarifies the Requirements for Cy Pres Distribution of Class Action Settlement Funds

Due to what it called a “substantial history of district courts ignoring and resisting circuit court cy pres concerns and rulings in class action cases,” the Eighth Circuit recently clarified the legal principles surrounding...more

January 2015: Insurance Litigation Update

Risk Developments in the U.S., UK, and Australia. We have recently had the opportunity to talk to liability insurers in the U.S., UK and Australia about risk developments in those jurisdictions. There are both surprising...more

Cy Pres Distributions in Class Action Settlements Addressed By Eighth Circuit

Over the last several years, federal courts of appeals have been closely scrutinizing cy pres distributions to charitable organizations in class action settlements. This includes opinions by the First Circuit, Third Circuit...more

Eighth Circuit Sets Standard For Cy Pres Distributions

On January 8, 2015, the Eighth Circuit Court of Appeals established a five-factor test governing cy pres distributions in class action lawsuits. In Re: BankAmerica Corp. Sec. Litig., No. 13-2620 (8th Cir. Jan. 8, 2015). ...more

Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From...

In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior...more

Southern District Dismisses Complaints Against China North Director and Consultant

On December 10, a New York district court judge dismissed a securities fraud class action brought by investors in China North East Petroleum Holdings, Ltd. against former director Robert Bruce (and others) on the ground that...more

The Ten Most Significant Class Action Cases of 2014

Year-end lists are funny things. They take a sort-of arbitrary starting and stopping point, and then they cram a bunch of prejudices into a (usually) arbitrary number of items. And then people take them kind of seriously....more

Bayens v Kinross Gold Corporation – Misrepresentation Claims in Securities Class Actions

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (the OSA), creating a statutory cause of action for deficient market disclosure....more

Successful Motions to Dismiss Securities Class Actions, A Review of What Worked in 2014

Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out...more

The Root Cause of Skyrocketing Securities Class Action Defense Costs

Why do the costs of defending securities class actions continue to increase? Because of my writing on the subject) I’m asked about the issue a lot. My answer has evolved from blaming biglaw economics – a combination of...more

Defeating Class Certification: Halliburton II Ruling Impacts Securities Class Action Issues

In its June 23, 2014 opinion in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), the United States Supreme Court addressed two securities class action issues: 1. It affirmed the validity of the...more

Litigation Alert: Ninth Circuit Issues Key Ruling on Pleading of Loss Causation in Securities Class Actions

Loos v. Immersion Corp., et. al., Case No. 12-15100, ---F.3d--- (9th Cir. 2014) - On August 7, 2014, the Ninth Circuit issued a key opinion on the pleading of loss causation in securities class actions, ruling for the...more

Securities Class Actions and IPOs Increased In The First Half of 2014

The number of securities class actions filed in the first half of this year increased compared to the same period last year. During the same period the number of IPOs increased significantly, suggesting that in the future...more

Police Retirement Sys. V. Intuitive Surgical

Opinion

Keker & Van Nest attorneys Michael Celio and Cody Harris have secured a complete vindication for Intuitive Surgical Inc., a leading manufacturer of cutting-edge robotic surgery devices, from an aggressive securities class...more

Cybersecurity Securities Class Actions are Coming: Predictions, Analysis, and Practical Guidance

Last fall, I wrote about board oversight of cybersecurity and derivative litigation in the wake of cybersecurity breaches. I plan to update my thoughts later this year, after we see developments in the recently filed Target...more

D&O Discourse Authors Davis and Greene to File Amicus Brief in Omnicare Case

My partner Claire Loebs Davis and I are honored to be working with Washington Legal Foundation on a U.S. Supreme Court amicus brief in the Omnicare securities class action. Omnicare concerns what makes a statement of opinion...more

Halliburton And The Future of Securities Class Actions: Part I

On Wednesday, March 5, 2014 the Supreme Court will hear argument in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. The case has the potential to rewrite the rules for how securities class actions are brought. This...more

Green v. CIBC: Court Of Appeal Revisits Limitation Period For Secondary Market Securities Class Actions And Limits Common Law...

Overview - The Court of Appeal for Ontario’s recent decision in Green v. Canadian Imperial Bank of Commerce(“Green”) is significant in two respects. First, the Court clarified the limitation period applicable to...more

Court of Appeal Addresses Outstanding Issues in Securities Class Actions - Green v Canadian Imperial Bank of Commerce

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (the OSA), creating a statutory cause of action for deficient market disclosure....more

Halliburton: Is the Fix as Basic as Alleging Omissions under Affiliated Ute? Or Is That Too Cute?

Even the most experienced securities defense attorneys regularly summarize Rule 10b-5(b) as creating a cause of action for “false or misleading statements and omissions of material fact.” Courts –including the Supreme Court...more

Will Securities Fraud Class Actions Fade Into History?

The U.S. Supreme Court’s grant of certiorari in Halliburton Co. v. Erica P. John Fund, No. 13-317, suggests a dramatic change in private securities litigation is possible. On November 15, 2013, the Court accepted...more

Supreme Court to Review the Basic Premise of Securities Class Actions

The Supreme Court has agreed to revisit the basic premise of Section 10(b) securities class actions that was first articulated in Basic v. Levinson, 485 U.S. 224 (1988). On November 15, 2013, the Court granted a petition for...more

Optional Rental Program Did Not Transform Hotel-Condominium Units into Securities, Ninth Circuit Holds

The U.S. Court of Appeals for the Ninth Circuit has affirmed the dismissal with prejudice of a putative securities class action concerning the sale of 420 hotel-condominium units at the Hard Rock Hotel in San Diego....more

Insurance Coverage for Class Action Lawsuits

Upon learning that his obituary had been published in the New York Times, Mark Twain famously quipped, “Reports of my death have been greatly exaggerated.” The same can be said about class action lawsuit filings after the...more

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