Securities fraud litigation based on regulatory mishaps, environmental disasters, data breaches, sexual harassment revelations, the COVID-19 pandemic and other well-publicized events that affect stock prices has been on the...more
9/3/2021
/ Anti-Money Laundering ,
Class Action ,
Duty to Disclose ,
Enforcement Actions ,
Federal Pleading Requirements ,
Financial Statements ,
Material Misstatements ,
Money Laundering ,
Puffery ,
Securities Fraud ,
Shareholder Litigation ,
Stock Drop Litigation
Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
Last week, the U.S. Supreme Court granted the petition for a writ of certiorari in Pivotal Software v. Tran, a case that could have significant implications for Securities Act of 1933 (Securities Act) cases brought in state...more
On June 21, the U.S. Supreme Court issued its long-awaited decision in Goldman Sachs Group, Inc. et al. v. Arkansas Teacher Retirement System et al. The Court held that in ruling on class certification in a securities action,...more
6/25/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
We have discussed in previous alerts a spate of shareholder lawsuits alleging corporate fiduciary breaches and securities law violations tied to the defendant company’s alleged failure to fulfill diversity aspirations. ...more
Most of the recent shareholder litigation that has followed the current wave of Special Purpose Acquisition Company (SPAC) offerings and associated business combinations has been based on federal securities law claims. ...more
As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more
12/23/2020
/ Bylaws ,
Certificates of Incorporation ,
Corporate Issuers ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
D&O Insurance ,
Forum Selection ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations
Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. ...more
On Dec. 11, 2020, the Supreme Court granted certiorari in Arkansas Teacher Retirement System, et al. v. Goldman Sachs Group, Inc., to review a decision by the Second Circuit Court of Appeals upholding certification of an...more
12/17/2020
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
Letters of intent, or LOIs, serve an important purpose in corporate deals and M&A, and their use is widespread. Equally widespread is litigation concerning their enforceability. Unless commercial parties are careful, they may...more
In Wong v. Restoration Robotics, Inc., Case No. 18CIV02609 (Cal. Sup. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo recently dismissed claims against an issuer and its directors and officers...more
Can management of a Delaware corporation block members of the board of directors from gaining access to the company’s privileged information? The Delaware Court of Chancery recently addressed this question in the ongoing...more
9/1/2020
/ Board Members ,
Board of Directors ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Corporate Sales Transactions ,
Discovery Disputes ,
First Impression ,
Joint Clients ,
Privileged Communication ,
SoftBank ,
Special Committees
On April 7, in Arkansas Teacher Retirement System, et al. v. Goldman Sachs Group, Inc., a Second Circuit panel declined to narrow the scope of the inflation-maintenance theory of securities fraud and split 2-1 in affirming...more
In a prior alert, we discussed Delaware Vice Chancellor J. Travis Laster’s Jan. 13, 2020, decision in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, a Section 220 books and records action brought...more
In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more
1/28/2020
/ Books & Records ,
Controlled Substances ,
Controlled Substances Act ,
Corporate Governance ,
DEA ,
Delaware General Corporation Law ,
Demand Letter ,
Depositions ,
Discovery ,
Drug & Alcohol Abuse ,
Drug Distribution ,
Enforcement Actions ,
Government Investigations ,
Inspection Rights ,
License Suspensions ,
Litigation Strategies ,
Opioid ,
Pain Management ,
Pharmaceutical Industry ,
Popular ,
Prescription Drugs ,
Rule 30(b)(6) ,
Sales & Distribution Agreements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Split of Authority
In the recent case of Cortlandt St. Recovery Corp. v. Bonderman (NY Ct. Ap. Feb. 20, 2018), the New York Court of Appeals addressed the question of the limits on the authority of an indenture trustee to pursue remedial...more
On June 27, the Supreme Court granted certiorari in Cyan Inc. et al. v. Beaver County Employees Retirement Fund et al., agreeing to weigh in on whether state courts have jurisdiction to hear class action lawsuits brought...more
7/6/2017
/ Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Jurisdiction ,
PSLRA ,
Removal ,
SCOTUS ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
SLUSA ,
Split of Authority ,
Statutory Interpretation