On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims...more
In York County v. HP, Inc., the U.S. Court of Appeals for the Ninth Circuit further clarified national standards governing the two-year statute of limitations applicable to private claims under Section 10(b) of the Securities...more
In a recent decision, Moab Partners, L.P. v. Macquarie Infrastructure Corporation, the U.S. Court of Appeals for the Second Circuit vacated a lower court’s dismissal of claims under Section 10(b) of the Securities Exchange...more
Looking back, 2022 was light on groundbreaking appellate-level securities decisions. The U.S. Court of Appeals for the Second Circuit, however, closed out the year with a notable decision in Menora Mivtachim Insurance Ltd....more
In the first quarter of 2022, federal appellate courts issued a number of thought-provoking (albeit not monumental) decisions addressing the reach of the federal securities laws and, in some cases, highlighting potentially...more
Federal courts closed out 2021 with a flurry of securities decisions in the month of December. In this update, we discuss two decisions involving claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule...more
1/19/2022
/ Coronavirus/COVID-19 ,
Enforcement Actions ,
Infectious Diseases ,
Material Misstatements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Vaccinations
The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs). In re MultiPlan Corp. Stockholders Litigation is a...more
1/13/2022
/ Breach of Duty ,
Business Plans ,
Entire Fairness Standard ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investment ,
Merger Agreements ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Prices
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
12/8/2021
/ Appeals ,
Article III ,
Failure To Disclose ,
Investment ,
Material Misstatements ,
Omissions ,
Pleading Standards ,
Proxy Statements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Standing
On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more
11/2/2021
/ Article III ,
Class Action ,
Direct Listing ,
Investment ,
Misrepresentation ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Slack ,
Standing ,
Unregistered Securities
On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more
The Third Circuit extended American Pipe tolling to the period before a decision on class-certification, opening a new avenue for potential class members to assert otherwise untimely individual securities claims. The Ninth...more
7/15/2021
/ American Pipe & Construction Co. v. Utah ,
Class Action ,
Class Certification ,
Material Misstatements ,
Omissions ,
Presumption of Reliance ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
Tolling ,
Valeant ,
Volkswagen
On June 3, 2021, in Donelson v. Ameriprise Financial Services, Inc., a panel of the U.S. Court of Appeals for the Eighth Circuit ordered class-action allegations in a putative securities fraud class action stricken on the...more
6/14/2021
/ Ameriprise Financial ,
Arbitration ,
Arbitration Agreements ,
Brokerage Accounts ,
Contract Terms ,
Corporate Counsel ,
Discovery ,
FRCP 12(f) ,
Motion to Compel ,
Motion To Strike ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Stock Trades
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as “irrevocable liability”—the point at which...more
On April 23, 2021, in Ford v. TD Ameritrade Holding Corp., a panel of the U.S. Court of Appeals for the Eighth Circuit reversed a district court order certifying a class action alleging that TD Ameritrade committed securities...more
On April 16, 2021, in In re Bibox Group Holdings Ltd. Securities Litigation, Judge Denise Cote of the U.S. District Court for the Southern District of New York dismissed a putative class action alleging registration...more
4/23/2021
/ Blockchain ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Investment Opportunities ,
Putative Class Actions ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Standing ,
Unregistered Securities
There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect. A...more
1/30/2020
/ Banking Restrictions ,
Breach of Contract ,
Breach of Duty ,
Capital One ,
Chase Bank ,
Consumer Financial Products ,
Debt ,
Employee Retirement Income Security Act (ERISA) ,
Equity ,
EU ,
Fiduciary Duty ,
Financial Services Industry ,
FinTech ,
Fraudulent Inducement ,
Interest Rate Caps ,
Interest Rates ,
Loans ,
Madden v Midland Funding ,
Motion to Dismiss ,
Negligent Misrepresentation ,
Non-Bank Lenders ,
Ocwen ,
Personal Jurisdiction ,
Popular ,
Preemption ,
Regulatory Standards ,
RMBS ,
Securitization ,
Securitization Market ,
Securitization Standards ,
State and Local Government ,
True Lender ,
Trustees ,
UCITS ,
Usury ,
Valid When Made Doctrine
There have been a handful of recent marketplace lending developments that indicate that the legal uncertainties in the post-Madden world are not going away anytime soon....more
10/24/2019
/ Consumer Financial Products ,
FDIC ,
Financial Services Industry ,
FinTech ,
Fintech Charter ,
Lenders ,
Madden v Midland Funding ,
National Bank Act ,
National Bank Charters ,
Non-Depository Institutions ,
OCC
Last week, three Capital One cardholders filed a putative class action in the Eastern District of New York, Cohen v. Capital One Funding, LLC, alleging that the rates of interest they paid to a securitization trust unlawfully...more
6/19/2019
/ Capital One ,
Consumer Financial Products ,
Consumer Lenders ,
Credit Cards ,
Financial Services Industry ,
Interest Rates ,
Jurisdictional Thresholds ,
Madden v Midland Funding ,
Putative Class Actions ,
Securitization ,
Trusts ,
Usury
While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal...more
5/13/2019
/ China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Cybersecurity ,
Emulex Corp. v Varjabedian ,
Government Investigations ,
Publicly-Traded Companies ,
Regulatory Violations ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
White Collar Crimes
Many have believed that the national bank “fintech charter” is an ideal solution to providing marketplace consumer loans on a 50-state basis. ...more
Recently a state court in Colorado ruled that securitization trusts that acquire marketplace lender loans originated to Colorado consumers are subject to Colorado jurisdiction. The court’s ruling derailed the attempt by the...more
On November 30, 2018, the Administrator of the Colorado Uniform Consumer Credit Code (the “Administrator”) took Colorado’s longstanding litigation against marketplace lenders Avant and Marlette to a new level, adding as...more
On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion in In re PLX Technology Inc. Stockholder Litigation, a dispute arising from the August 2014 merger between...more
A recently filed California lawsuit raises the stakes in the ongoing challenge to the “bank origination model.” The lawsuit, Barnabas Clothing, Inc. v. Kabbage, Inc., was filed on March 22, 2018 in Superior Court in Los...more
In our prior Clients & Friends Memo “Who’s My Lender?” published on March 14, 2018, we analyzed two actions brought against marketplace lenders, one against Kabbage Inc. (“Kabbage”) in federal court in Massachusetts and the...more