On June 1, 2023, the United States Supreme Court unanimously held that a stockholder bringing claims under Section 11 of the Securities Act of 1933 must plead and prove that they purchased shares traceable to the allegedly...more
6/7/2023
/ Direct Listing ,
Initial Public Offering (IPO) ,
NYSE ,
SCOTUS ,
Section 11 ,
Section 12 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Slack ,
Slack Technologies Inc v Pirani ,
Standing ,
Unregistered Securities
Spiraling fears over the coronavirus and the multiplication of virus outbreaks across the globe have impacted the worldwide economy, threatened supply chains, and caused severe stock market declines and disruptions in the...more
3/13/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Infectious Diseases ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Supply Chain
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
4/5/2019
/ Appeals ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Reaffirmation ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Suspensions
Federal securities class action filings continued their record pace during the first half of 2018, bolstered by the recent uptick in M&A-related filings, which comprised 50% of the overall cases. In these M&A cases, a...more
The United States Supreme Court’s June 11, 2018 decision in China Agritech, Inc. v. Resh, clarified the scope of a decades-old equitable tolling rule for class actions, holding that the Court’s 1974 opinion in American Pipe &...more
6/14/2018
/ American Pipe & Construction Co. v. Utah ,
Appeals ,
China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Class Members ,
Equitable Tolling ,
FRCP 23 ,
Putative Class Actions ,
Reversal ,
SCOTUS ,
Securities Fraud ,
Statute of Limitations ,
Subsequent Litigation
On March 20, 2018, the United States Supreme Court issued a unanimous decision in Cyan, Inc. v. Beaver County Employees Retirement Fund. Cyan resolves a nearly two-decades-long split among state and federal courts concerning...more
The Securities Act of 1933 prevents a securities purchaser from suing over an alleged material misstatement or omission in a registration statement more than three years after the offeringdate. A circuit split developed over...more
Georgia Legislature Acts to Nullify Georgia Supreme Court’s Decision in FDIC v. Loudermilk -
After passing both the Georgia House of Representatives and the Georgia Senate, House Bill 192 is awaiting the signature of the...more
On December 15, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a securities class action against Galectin Therapeutics Inc., a Georgia-based biotechnology company. The suit...more
12/21/2016
/ Disclosure Requirements ,
Financial Markets ,
Pharmaceutical Industry ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 10(b) ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Stock Promoters ,
Stocks ,
Third-Party Agents
On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more
10/17/2016
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Business Judgment Rule ,
Buyouts ,
Controlling Stockholders ,
Corporate Counsel ,
Entire Fairness Standard ,
Mergers ,
Motion to Dismiss ,
Pleadings ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholder Rights ,
Standard of Review