Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District...more
What happened -
In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public...more
What happened The SEC recently brought charges against AT&T and three mid-level executives for selectively providing information to Wall Street analysts in alleged violation of Regulation Fair Disclosure (Reg FD). According...more
What is a SPAC -
Special purpose acquisition companies (SPACs) are on the rise. A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. According...more
What happened President Joe Biden announced that he would nominate Gary Gensler to serve as the next chairman of the US Securities and Exchange Commission. Gensler formerly served as head of the Commodity Futures Trading...more
In late February as the COVID-19 pandemic was accelerating, the Delaware Chancery Court issued an important decision that is likely to impact transactions during the expected recession. In Salladay v. Lev, C.A. No....more
On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing...more
On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
Last Tuesday, the Supreme Court issued its opinion in Cyan Inc. v. Beaver County Employees Retirement Fund. The opinion by Justice Elena Kagan for a unanimous court answered two questions: Did the Securities Litigation...more
In February, the SEC announced that it had adopted long-awaited new guidance on cybersecurity disclosure. While the new guidance builds on Corp Fin's 2011 guidance on this topic, it carries more weight because it bears the...more
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal of the fair value of Dell Inc. The trial court's 2016 ruling, which found that a $25 billion management-led buyout...more
On March 29, the US Securities and Exchange Commission announced that AVEO Pharmaceuticals, Inc., a Massachusetts-based pharmaceutical company, agreed to pay a $4 million penalty to settle fraud charges that it failed to...more
On June 23, the Supreme Court issued its much-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014). The Court declined Halliburton's invitation to eliminate the fraud-on-the-market...more