On June 28, 2024, the U.S. Supreme Court issued a landmark ruling overturning “Chevron deference,” a tool for interpreting ambiguous statutes administered by administrative agencies. The 40-year-old Chevron doctrine held...more
7/2/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Clean Air Act ,
Environmental Protection Agency (EPA) ,
Government Agencies ,
Judicial Authority ,
Loper Bright Enterprises v Raimondo ,
Magnuson-Stevens Act (MSA) ,
National Marine Fisheries Service ,
Regulatory Authority ,
SCOTUS ,
SEC v Jarkesy ,
Statutory Interpretation
The U.S. Supreme Court held that the Seventh Amendment to the U.S. Constitution entitles a defendant to a jury trial when the Securities and Exchange Commission seeks to impose civil penalties for violations of the federal...more
6/28/2024
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Article III ,
Bars ,
Civil Monetary Penalty ,
Enforcement Actions ,
Jury Trial ,
Public Rights Doctrine ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Seventh Amendment
A federal District Court in Ohio recently ruled that a white litigant did not have standing to assert a discrimination claim against a contest that had provided grants to Black-owned businesses. The decision in Roberts v....more
The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. The unanimous decision in Macquarie...more
4/16/2024
/ Enforcement ,
False Statements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
A California federal court held that a California statute requiring California-based corporations to have a minimum number of directors from designated under-represented groups violates the federal Constitution’s Equal...more
5/18/2023
/ Board of Directors ,
California ,
Corporate Counsel ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Fines ,
Fourteenth Amendment ,
Noncompliance ,
Publicly-Traded Companies ,
SCOTUS ,
Severability Doctrine
The Supreme Court held today that constitutional challenges to administrative agencies’ structure can be brought in federal district court and need not be raised through an administrative proceeding with subsequent appellate...more
A federal district court in Virginia recently held that the federal securities laws can apply to transactions in a foreign issuer’s unsponsored American Depositary Receipts (“ADRs”) that traded over the counter in the United...more
The U.S. Court of Appeals for the Ninth Circuit ruled last week that the securities-law requirement to plead a “strong inference” of scienter does not apply to claims under § 14(e) of the Securities Exchange Act even where...more
The Second Circuit held yesterday that a government agency’s nonpublic, pre-decisional regulatory information does not constitute “property” for purposes of the federal insider-trading and wire-fraud statutes. The decision...more
The U.S. District Court for the Southern District of New York recently rejected a proposed settlement of a securities class action involving purchasers of digital tokens due to concerns about whether the lead plaintiff had...more
One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more
4/25/2019
/ Emulex Corp. v Varjabedian ,
Implied Right of Action ,
Mergers ,
Negligent Misrepresentation ,
Private Right of Action ,
Proxy Solicitations ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Tender Offers
The Supreme Court held today that persons who do not “make” material misstatements or omissions, but who disseminate them to potential investors with fraudulent intent, can be held to have violated other provisions of the...more
4/1/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
A lot of ink has been spilled over the crime of insider trading, which – in the view of U.S. District Judge Jed Rakoff – “is a straightforward concept that some courts have managed to complicate.” In his recent decision in...more
12/12/2018
/ Breach of Duty ,
Confidential Information ,
Criminal Prosecution ,
Dirks v SEC ,
Illegal Tipping ,
Insider Trading ,
Personal Benefit ,
SCOTUS ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman ,
White Collar Crimes
The Supreme Court ruled today that, when a foreign government presents a formal submission to a federal court about the content of the government’s own laws, the court should accord “respectful consideration” to the...more
6/14/2018
/ Amicus Briefs ,
Animal Science Products Inc v Hebei Welcome Pharmaceutical Co Ltd ,
Antitrust Litigation ,
China ,
Class Certification ,
Comity ,
Corporate Counsel ,
Foreign Governments ,
Price-Fixing ,
Res Judicata ,
Reversal ,
SCOTUS
The Supreme Court ruled today that judicially created principles that toll statutes of limitations for class members in timely filed class actions apply only to subsequently filed individual actions, not to follow-on class...more
6/12/2018
/ 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
The Supreme Court ruled today that the 1998 amendments to the federal securities laws did not strip state courts of jurisdiction over class actions alleging violations of only the Securities Act of 1933. The Court further...more
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 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
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
On May 16, 2016, the U.S. Supreme Court ruled that the provision of the Securities Exchange Act of 1934 granting federal district courts exclusive jurisdiction over suits brought to enforce the Exchange Act is subject to the...more
Ageas (the former Fortis) and several organizations representing Fortis shareholders announced yesterday a EUR 1.204 billion settlement of shareholder claims under the Dutch Act on Collective Settlement of Mass Claims (the...more
3/15/2016
/ Class Action ,
Corporate Counsel ,
EU ,
International Litigation ,
Jurisdiction ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
SCOTUS ,
Settlement ,
Shareholder Litigation
The U.S. Court of Appeals for the Second Circuit reinforced the stringency of the new standard for liability in securities cases arising from allegedly misleading statements of opinion. Construing the Supreme Court's 2015...more
The United States District Court for the Southern District of New York yesterday certified two classes of investors who had purchased Petrobras securities on U.S. exchanges or in other U.S. transactions. The February 2, 2016...more
On January 19, 2016, the Supreme Court agreed to review the Court of Appeals for the Ninth Circuit's decision concerning the "personal benefit" required to establish a claim for insider trading. The grant of certiorari in...more