The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more
1/29/2018
/ Books & Records ,
Bylaws ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Diligence ,
Due Process ,
Forum Selection ,
Motion to Dismiss ,
Remand ,
Section 220 Request ,
Shareholder Litigation ,
State Law Claims ,
Wal-Mart
The Second Circuit ruled today that a “meaningfully close personal relationship” is not required for insider-trading liability where a tipper discloses inside information as a gift or in exchange for some other type of...more
The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more
The Second Circuit held recently that putative securities class actions involving transactions in non-U.S.-listed foreign securities require careful scrutiny to determine whether the class members' claims can be litigated on...more
7/10/2017
/ Ascertainable Class ,
Bonds ,
Class Action ,
Comity ,
Commonality ,
Domestic Injury ,
Domestic Securities Transaction ,
Foreign Securities ,
FRCP 23 ,
FRCP 23(b)(3) ,
International Litigation ,
Morrison v National Australia Bank ,
Petrobras ,
Predominance Requirement ,
Putative Class Actions ,
Securities Litigation ,
Split of Authority ,
Standard of Review ,
Unlisted Securites
The U.S. Supreme Court ruled this week that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/28/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The U.S. Supreme Court ruled today that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/27/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The Amsterdam Court of Appeal denied approval of the €1.204 billion collective settlement of former Fortis (now Ageas) shareholders’ claims unless the parties agree to restructure the allocation of the settlement amount among...more
6/20/2017
/ Ageas ,
Appeals ,
Attorney's Fees ,
Belgium ,
Class Action ,
EU ,
International Litigation ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
Securities Litigation ,
Settlement ,
Shareholders
A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more
4/6/2017
/ Conduct and Effects Test ,
Dodd-Frank ,
Enforcement Actions ,
Extraterritoriality Rules ,
Foreign Issuers ,
Interlocutory Appeals ,
Jurisdiction ,
Morrison v National Australia Bank ,
Ponzi Scheme ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more
3/22/2017
/ Buyers ,
Confidential Information ,
Confidentiality Agreements ,
Duty of Trust ,
Enforcement Actions ,
Federal Pleading Requirements ,
Insider Trading ,
Investment Adviser ,
Misappropriation ,
Motion to Dismiss ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers
In what appears to be the first appellate decision since the Supreme Court’s December 2016 ruling in Salman v. United States, the U.S. Court of Appeals for the First Circuit affirmed an insider-trading conviction based on a...more
2/27/2017
/ Acquisition Agreements ,
Confidential Information ,
Confidentiality Agreements ,
Criminal Convictions ,
Dirks v SEC ,
Financial Institutions ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Personal Benefit ,
Public Information ,
Securities Violations ,
Stocks ,
Tippees ,
US v Salman
The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more
1/20/2017
/ Board of Directors ,
Books & Records ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Derivative Suit ,
Directors ,
Due Process ,
Forum Selection ,
Shareholder Litigation ,
Shareholders ,
Wal-Mart
The U.S. District Court for the Northern District of California held on January 4, 2017 that the federal securities laws apply to U.S. transactions in sponsored, but unlisted, American Depositary Receipts (“ADRs”) for a...more
1/6/2017
/ Automotive Industry ,
Carbon Emissions ,
Class Action ,
Financial Markets ,
Fraud ,
Misrepresentation ,
Morrison v National Australia Bank ,
National Emissions Standards ,
Over The Counter Derivatives (OTC) ,
Securities ,
Stock Exchange ,
Volkswagen
The Supreme Court confirmed today that the "personal benefit" required to establish a claim for insider trading can consist of making a gift of material, nonpublic information to a family member or friend and that an exchange...more
12/7/2016
/ Confidential Information ,
Dirks v SEC ,
Fiduciary Duty ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Non-Public Information ,
Personal Benefit ,
SCOTUS ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman
U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more
This special report provides a summary of some of the significant changes and developments that occurred in the past year in the private equity and hedge funds space, as well as certain recommended practices that investment...more
11/16/2016
/ Accredited Investors ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Annual Reports ,
Brazil ,
Broker-Dealer ,
Business Continuity Plans ,
CFTC ,
China ,
Compensation Agreements ,
Constitutional Challenges ,
Cybersecurity ,
Defend Trade Secrets Act (DTSA) ,
Department of Justice (DOJ) ,
EEO-1 ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Estate Planning ,
EU ,
European Securities and Markets Authority (ESMA) ,
Fair Labor Standards Act (FLSA) ,
Filing Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Foreign Corrupt Practices Act (FCPA) ,
Form ADV ,
Hedge Funds ,
High Net-Worth ,
Hong Kong ,
Insider Trading ,
Insurance Industry ,
Liability Insurance ,
MiFID II ,
Minimum Salary ,
OCIE ,
Over-Time ,
Popular ,
Private Equity Funds ,
Private Investment Funds ,
Proposed Amendments ,
Protecting Americans from Tax Hikes (PATH) Act ,
Regulation AT ,
Regulatory Oversight ,
Required Forms ,
Retirement Plan ,
Rule 506(d) ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Tax Returns ,
UK Brexit ,
Unemployment Benefits ,
Valuation ,
Whistleblowers ,
White-Collar Exemptions
As U.S. law has become less willing to entertain certain types of lawsuits on behalf of worldwide classes of plaintiffs, litigants have looked for other forums that might allow the prosecution – or at least the resolution –...more
10/18/2016
/ BP ,
Class Action ,
Collective Actions ,
Declaratory Judgments ,
Deepwater Horizon ,
EU ,
Investors ,
Litigation Strategies ,
Netherlands ,
Oil & Gas ,
Securities ,
Securities Litigation ,
Settlement ,
Shareholders
All eyes were on the U.S. Supreme Court yesterday as it heard arguments in Salman v. United States (No. 15-628) concerning the “personal benefit” required to establish a claim for insider trading. After an hour punctuated by...more
The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more
9/28/2016
/ Appeals ,
Class Action ,
Class Certification ,
Class Members ,
Corporate Counsel ,
Expert Witness ,
Foreign Corporations ,
FRCP 23(b)(3) ,
Loss Causation ,
Mergers ,
Popular ,
Putative Class Actions ,
Securities ,
Securities Litigation ,
Shareholders ,
Stocks ,
Superiority Claims
The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more
Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more
On July 26, 2016, the U.S. Court of Appeals for the First Circuit affirmed another conviction in a pair of appeals arising from insider-trading prosecutions. The decision in United States v. McPhail confirms that, under...more
7/28/2016
/ Appeals ,
Convictions ,
Criminal Prosecution ,
Illegal Tipping ,
Insider Trading ,
Jury Instructions ,
Kickbacks ,
Material Nonpublic Information ,
Mens Rea ,
Misappropriation ,
Personal Benefit ,
Rule 10b-5
On July 20, 2016, the U.S. Court of Appeals for the Sixth Circuit recognized the “materialization of the risk” standard as a means of proving loss causation in securities-fraud cases. The court’s decision in Ohio Public...more
On July 13, 2016, the SEC announced that it will adopt certain amendments to its rules of practice governing administrative proceedings. Faced with criticism from practitioners and the media regarding a perceived “home field...more
The U.S. Court of Appeals for the Second Circuit has allowed the defendants in the Petrobras securities litigation to pursue an immediate appeal from the District Court’s order certifying classes of investors who had...more
6/21/2016
/ Amicus Briefs ,
Ascertainable Class ,
Class Certification ,
Corporate Counsel ,
Extraterritoriality Rules ,
FRCP 23(f) ,
Morrison v National Australia Bank ,
Petrobras ,
Putative Class Actions ,
Securities Litigation ,
SIFMA
On May 26, 2016, the U.S. Court of Appeals for the First Circuit held that friends’ gifts of wine, steak dinners, and other luxury items can constitute the types of personal benefit needed to establish a breach of duty in...more
5/27/2016
/ Breach of Duty ,
Confidential Information ,
Criminal Prosecution ,
Fiduciary Duty ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Mens Rea ,
Misappropriation ,
Personal Benefit ,
Scienter ,
Securities and Exchange Commission (SEC) ,
US v Newman ,
US v Salman