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US Supreme Court to Hear Nvidia Crypto Mining Case on Securities Pleading Standard

On June 17, the U.S. Supreme Court granted certiorari in Nvidia Corp. v. E. Ohman J:or Fonder AB, agreeing to hear Nvidia’s appeal of a Ninth Circuit ruling that revived shareholders’ fraud claims regarding Nvidia’s...more

US Supreme Court Limits Scope of Omission Liability for Section 10(b) Securities Fraud Claims

On April 12, in a long-awaited and pivotal decision, the U.S. Supreme Court unanimously ruled that private plaintiffs may not plead a federal securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934...more

Navigating the SEC's Whistleblower Enforcement Wave: A Guide for Financial Institutions — The Consumer Finance Podcast [Audio]

In this episode of The Consumer Finance Podcast, Chris Willis is joined by Partners Sheri Adler and Mary Weeks to discuss the recent uptick in SEC enforcement activity related to whistleblowers. They focus on the implications...more

Navigating Employment and Separation Agreements: Lessons From Al Pacino's Serpico — Hiring to Firing Podcast [Audio]

In this episode of the Hiring to Firing Podcast, Partners Tracey Diamond and Evan Gibbs, along with fellow Partners Sheri Adler and Mary Weeks, chat about the ultimate whistleblower — police officer Frank Serpico — and the...more

Top 10 Tips for Drafting Whistleblower Compliant Arrangements

Background - Under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Congress expanded protections for whistleblowers reporting possible violations of federal securities laws to the...more

SCOTUS to Hear Dispute Over SEC Disclosure Rules

The U.S. Supreme Court agreed to hear a case this term involving the circuit split over the types of disclosures that private plaintiffs can enforce under Section 10(b) of the Securities Exchange Act of 1934. Section 10(b)...more

Exercise Caution Before Stating a Lawsuit is "Without Merit"

Many publicly reporting companies often respond to lawsuits by characterizing them as “without merit” in their securities filings. If the company does not prevail in such litigation, can it still be held responsible for...more

SEC v. Ripple Labs, Inc.: XRP Considered an Unregistered Security in Institutional Sales but Not in Programmatic Sales or Other...

In a long-awaited decision in SEC v. Ripple Labs, Inc., U.S. District Judge Analisa Torres of the Southern District of New York held that Ripple Labs, Inc.’s (Ripple) XRP token is not, in and of itself, a security requiring...more

Supreme Court Review May Prove the Death Knell to SEC Administrative Courts

On June 30, the U.S. Supreme Court granted certiorari in SEC v. Jarkesy, et al. and agreed to hear the case that could potentially end the use of administrative courts and administrative law judges (ALJ) in administrative...more

Unanimous Supreme Court Sharply Limits Liability under Section 11 for Companies Issuing Securities Through Direct Listings

In a unanimous decision, the U.S. Supreme Court held in Slack Technologies v. Pirani, No. 22-200, 2023 WL 3742580, 598 U.S. __ ( June 1, 2023) that a claim under Section 11 of the Securities Act of 1933 is not viable unless a...more

Recent SEC Complaint Signals Increased Enforcement Risk for Companies on ESG Disclosures

A complaint recently filed by the SEC against Vale S.A., a Brazilian mining company with U.S.-traded American Depository Receipts (ADRs), signals an increased risk of enforcement actions targeting misrepresentations and...more

Delaware Court Issues Novel Ruling Clarifying Treatment of Cryptocurrency Assets When Evaluating Contract Damages

Judge Paul Wallace of the Delaware Superior Court issued a recent opinion in Diamond Fortress Technologies, Inc. v. EverID, Inc., clarifying the treatment of cryptocurrency assets when calculating damages. The opinion also...more

Not “Securities” — A Victory for Crypto-Related Products

A jury recently held that four cryptocurrency-related products were not “investment contracts,” giving cryptocurrency market participants some much-needed and rarely received comfort that their digital asset(s) or product(s)...more

Delaware Supreme Court Adopts New Three-Part Test for Demand Futility

There is a new demand futility test in Delaware, adopted on September 23 by the Delaware Supreme Court in affirming dismissal of a stockholder derivative action against Facebook, Inc. (Facebook) founder, Mark Zuckerberg, and...more

Second Circuit Rules Plaintiffs' Securities Class Action Cannot Ride the Coattails of Foreign Bank's Regulatory Troubles

A recent decision out of the Second Circuit Court of Appeals sets limits on plaintiffs’ ability to transform regulatory violations into the basis for securities class actions. The decision further clarifies that issuers do...more

District of Massachusetts Finds Optimistic Statements Do Not Amount to Actionable Securities Fraud

A recent decision out of the U.S. District Court for the District of Massachusetts (District of Massachusetts) reaffirms the ability of pharmaceutical companies to make optimistic public statements about clinical trials...more

US Supreme Court Reverses Class Certification in 10b-5 Action

On June 21, the U.S. Supreme Court issued a decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, a closely watched case involving the standards for class certification in securities class actions....more

SolarWinds Cyberattack Generates Recent Widespread SEC Enforcement Requests

The SEC’s Division of Enforcement recently issued voluntary information requests to several public companies, inquiring about the details of any impact arising from the widely publicized December 2020 SolarWinds cyberattack....more

SEC Commentary Highlights Increased Focus on Data Analytics in Identifying Potential Securities Law Violations (UPDATED)

Recent commentary by Diana Tani, an assistant regional director with the SEC, at the Securities Enforcement West web conference emphasized the agency's focus on data-driven investigations. Two areas targeted for recent...more

Second Circuit: Nonspecific Fraud Allegations Aren't Enough

On April 20, in Frei v. Taro Pharmaceutical U.S.A., Inc., the U.S. Court of Appeals for the Second Circuit affirmed a Southern District of New York opinion from U.S. District Court Judge Vincent Briccetti, which dismissed,...more

Northern District of California Delineates When Affirmative Statements Can Create a Duty to Disclose

In a decision likely to cause some consternation for companies defending against federal securities claims, the U.S. District Court for the Northern District of California issued an unpublished decision on March 22,...more

3/31/2021  /  GAAP , Oracle , PSLRA , Securities Exchange Act
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