Key Takeaways -
In a case of first impression, the Delaware Court of Chancery issued a decision that could give investors more time to sue corporate directors and officers for Caremark breach of fiduciary duty claims....more
Key Points -
Fourth Circuit points to SEC guidance on “less is more” approach to cybersecurity disclosures, while finding such disclosures did not violate federal securities laws.
Omissions of data vulnerabilities were...more
• In a rare move, the Delaware Court of Chancery affirmed a buyer’s contractual right to terminate a $4.75 billion merger based on a sudden and sustained decline in the seller’s business.
• The decision provides guidance to...more
• The U.S. Supreme Court held that the tolling provisions established in American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974) apply to only individual claims, not to successive class actions.
• The Court’s...more
6/13/2018
/ 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
• For the second time in 2017, the Delaware Supreme Court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases
• In both cases, the court remained firm in its decision not to...more
12/22/2017
/ Abuse of Discretion ,
Appraisal ,
Appraisal Rights ,
Buyouts ,
Competition ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Fair Market Value ,
Remand ,
Reversal
• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses
• This marks the first time in nearly 60 years that Delaware’s...more
12/22/2017
/ Appeals ,
Board of Directors ,
Bonuses ,
Breach of Duty ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Suit ,
Director Compensation ,
Discretionary Clauses ,
Dismissals ,
Equity Plans ,
Fairness Standard ,
Fiduciary Duty ,
Incentive Compensation ,
New Guidance ,
Ratification ,
Reversal ,
Self-Dealing ,
Shareholder Approval ,
Shareholder Litigation
Federal securities fraud class action filings have been on a meteoric rise over the past 18 months. According to a recent report released by Cornerstone Research, plaintiffs filed 226 new federal securities fraud class action...more
Securities defendants can rest easier after the Supreme Court’s decision to strictly construe certain statutory time limits under the Securities Act of 1933. On June 26, 2017, the Court issued its opinion in California Public...more
7/1/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Opt-Outs ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Fraud ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose ,
Underwriting
The year 2016 was the biggest yet for U.S. securities class action settlements. On June 14, 2017, Securities Class Action Services, a division of Institutional Shareholder Services, Inc., released its updated list of the top...more
The heightened pleading requirements of the Private Litigation Securities Reform Act (PSLRA) remain strong in the 5th Circuit. On January 13, 2016, the 5th Circuit in Local 731 I.B. of T. Excavators and Pavers Pension Trust...more
On September 10, 2015, the 2nd Circuit, in Berman v. Neo@Ogilvy LLC, issued a divided opinion concerning the scope of protections offered by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In a 2-1 decision,...more
On July 25, 2015, Judge Barbara Lynn of the Northern District of Texas issued a formative opinion in the class actions securities arena. The case, The Erica P. John Fund, Inc., et al. v. Halliburton Co., et al., No....more