In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more
5/8/2019
/ Cross-Border Transactions ,
Dodd-Frank ,
Enforcement Actions ,
Extraterritoriality Rules ,
Morrison v National Australia Bank ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities ,
Securities Act of 1933 ,
Securities Exchange Act
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
1/18/2019
/ Bylaws ,
Corporate Governance ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Delaware General Corporation Law ,
Forum Selection ,
Initial Public Offering (IPO) ,
Jurisdiction ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Litigation
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
10/10/2018
/ American Pipe & Construction Co. v. Utah ,
CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Institutional Investors ,
Opt-Outs ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
On Tuesday, February 6, 2018, United States District Judge Jed S. Rakoff denied class counsel’s request to file under seal three supplemental agreements to a $2.95 billion settlement in the Petrobras Securities Litigation,...more
LendingClub is facing two parallel securities litigation cases stemming from alleged false statements it made in connection with its initial public offering (“IPO”). One case is proceeding in the U.S. District Court for the...more
11/9/2017
/ Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
FRCP 12(b)(2) ,
Initial Public Offering (IPO) ,
LendingClub ,
Motion To Enjoin ,
Motion To Intervene ,
PLSRA ,
Private Offerings ,
Rule 10b-5 ,
SCOTUS ,
Section 11 ,
Securities Act of 1933 ,
Securities Exchange Act ,
Securities Litigation
In a 5-4 decision, issued during the final week of the its term, the U.S. Supreme Court held that the filing of a class action does not toll the three-year period provided for in Section 13 of the Securities Act of 1933....more
6/27/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more
6/22/2017
/ Federal Pleading Requirements ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Internal Controls ,
Lenders ,
Misrepresentation ,
Motion to Dismiss ,
Omnicare v Laborers District Council ,
Rule 10(b) ,
Section 11 ,
Securities Act of 1933 ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation
On February 27, 2017, the California Public Employees’ Retirement System (“CalPERS”) filed its brief with the Supreme Court, requesting that the Court reverse the decision of the Second Circuit and abrogate the Second...more
3/25/2017
/ Amicus Briefs ,
Appeals ,
CalPERS ,
CalPERS v ANZ Securities ,
Class Action ,
Opt-Outs ,
Public Pension ,
Putative Class Actions ,
Retirement Plan ,
SCOTUS ,
Securities Act of 1933 ,
Statute of Limitations ,
Statute of Repose ,
Tolling
Introduction:
Congress passed the Securities Act of 1933, 15 U.S.C. §§ 77a et seq. (Securities Act), and the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a et seq. (Exchange Act, collectively, the Acts) following...more
I. Introduction -
a. Legislative history of the Securities Act of 19331 (“Securities Act”) and the Securities Exchange Act of 19342 (“Exchange Act” and collectively, the “Acts”).
..i. Congress passed the Acts...more