A recent decision, if widely adopted, could spare companies from unnecessary discovery costs in claims that may not survive a threshold pleadings challenge.
Key Points:
..State courts across the country have reached...more
On April 28, 2022, the California Court of Appeal issued a much-anticipated decision in Wong v. Restoration Robotics, Case No. A161489, enforcing a forum selection clause contained in a corporate charter provision that...more
The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings.
The Slack Direct Listing Decision -
On September 20, 2021, the US Court of Appeals...more
9/23/2021
/ Appeals ,
Class Action ,
Direct Listing ,
Initial Public Offering (IPO) ,
Interlocutory Appeals ,
NYSE ,
Prospectus ,
Registration Statement ,
Securities Act of 1933 ,
Securities Litigation ,
Slack ,
Standing ,
Unregistered Securities
The legislation - passed via the first congressional override of the Trump presidency - extends the SEC’s ability to obtain disgorgement for violations of federal securities laws.
Key Points:
..As amended, the...more
1/4/2021
/ Congressional Override ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
Look-Back Measurement Period ,
NDAA ,
Presidential Veto ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statute of Limitations
Questions about the scope of the SEC’s disgorgement authority remain open, including in administrative proceedings.
Key Points:
..Since the April 2017 decision in Kokesh v. SEC, the statutory authority of the Securities...more
6/24/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings.
On March 18, 2020, the Delaware Supreme Court issued its...more