Peter Morrison at Skadden, Arps, Slate, Meagher & Flom LLP

California District Court Dismisses Derivative Suit Against Facebook Board Members and Executives Challenging Alleged Lack of...

On March 19, 2021, the United States District Court for the Northern District of California ordered the dismissal of Natalie Ocegueda v. Zuckerberg, Case No. 20-cv-04444-LB, a shareholder derivative suit purportedly on behalf...more

4/2/2021 / Board of Directors , Demand Futility , Derivative Suit , Diversity , Facebook , Forum Selection , Securities Exchange Act , Shareholder Litigation , State Law Claims

Inside the Courts – An Update From Skadden Securities Litigators - March 2021

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021. Derivative Litigation - Second Circuit Reverses Summary Judgment...more

3/8/2021 / Acquisitions , Board of Directors , Books & Records , Breach of Duty , Caremark claim , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Fiduciary Duty , Loss Causation , Mergers , Pleading Standards , Ponzi Scheme , Proxy Statements , PSLRA , Shareholder Litigation

In Affirming Dismissal of Securities Fraud Suit, Ninth Circuit Highlights How Stock Price Recovery Can Prevent Pleading of Loss...

On January 26, 2021, the Ninth U.S. Circuit Court of Appeals affirmed the dismissal of a putative securities fraud class action, holding that: (i) the plaintiffs could not plead loss causation for an alleged misstatement...more

2/22/2021 / Dismissals , Loss Causation , Material Misstatements , PSLRA , Putative Class Actions , Safe Harbors , Securities Exchange Act , Securities Fraud , Tesla

Securities Litigation and Regulatory Enforcement Update

On December 8, 2020, Skadden held the fourth and final installment of its annual Securities Litigation and Regulatory Enforcement Update, “Developments and Trends in Securities Litigation: A Year-End Update for 2020 and a...more

2/22/2021 / Class Action , Class Certification , Employee Retirement Income Security Act (ERISA) , FDA Approval , Popular , PSLRA , Scienter , Securities Fraud , Securities Litigation , Special Purpose Acquisition Companies (SPACs) , Stock Drop Litigation

Inside the Courts – An Update From Skadden Securities Litigators

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020. Class Certification - Cryptocurrency – Definition of a Security - Derivative...more

Within Three Months, a Second California State Court Enforces a Federal Forum Charter Provision for Securities Act Claims

A California state court dismissed a putative securities fraud class action against Uber, as well as certain individuals and underwriters, on the grounds of inconvenient forum, holding that the federal forum selection...more

11/30/2020 / Choice-of-Law , Class Action , Dismissals , Forum Selection , Jurisdiction , Securities Act of 1933 , Securities Fraud , Securities Litigation , Securities Violations , State Law Claims , Uber

Ninth Circuit Finds That Information Obtained Through FOIA Requests May Constitute Corrective Disclosure

On November 3, 2020, in the second decision addressing the standards for pleading loss causation under the Securities Exchange Act of 1934 in the last month, the Ninth Circuit reversed in part the dismissal of a securities...more

11/9/2020 / Class Action , FOIA , Investors , Loss Causation , Money Laundering , Public Disclosure , Securities and Exchange Commission (SEC) , Securities Fraud

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - October 2020

Recent and significant regulatory and legislative events in the digital asset space demonstrate the evolving and expanding approach by U.S. and international regulators to the burgeoning digital asset markets. These...more

Ninth Circuit Holds That Allegations in Whistleblower Complaint May Be Corrective Disclosure, but Short-Seller Posts Are Not

On October 8, 2020, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a putative securities fraud class action in a decision that provides additional guidance concerning the standard for pleading loss...more

10/14/2020 / Appeals , Pleading Standards , Securities Fraud , Short Selling , Whistleblowers

California Court Upholds Exclusive Federal Forum Charter Provision

On September 1, 2020, Judge Marie S. Weiner of the San Mateo County, California Superior Court held that an exclusive federal forum provision was enforceable under California law. See Wong v. Restoration Robotics, Inc., No....more

9/17/2020 / Bylaws , Corporate Charters , Exclusive Forum , Federal Jurisdiction , Forum Selection , Joinder , Securities Litigation , Shareholder Litigation

Inside the Courts – An Update From Skadden Securities Litigators - August 2020

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more

Ninth Circuit Holds That Courts Should Scrutinize Economic Plausibility of Securities Fraud Complaints in Evaluating Scienter

On June 10, 2020, the Ninth Circuit affirmed the dismissal of a putative securities fraud class action in a potentially significant decision for securities defendants, particularly those in the pharmaceutical, biotech and...more

6/16/2020 / Biotechnology , FDA Approval , Food and Drug Administration (FDA) , Inflated Projections , Medical Devices , Pharmaceutical Industry , Publicly-Traded Companies , Putative Class Actions , Scienter , Securities Fraud , Securities Litigation

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

4/6/2020 / Aiding and Abetting , Books & Records , Breach of Duty , Bylaws , CEOs , Civil Liability , Collateral Estoppel , Criminal Convictions , DE Supreme Court , Demand Futility , Derivative Suit , Dismissals , Enforcement Actions , Exchange-Traded Products , False Statements , Federal Pleading Requirements , Fiduciary Duty , Initial Public Offering (IPO) , Injunctions , Investment Adviser , Item 303 , Lack of Particularity , Mergers , Misleading Statements , Misrepresentation , Notice Requirements , Price-Fixing , PSLRA , Pyramid Schemes , Registration Statement , RICO , Scienter , Scope of Discovery Requests , Section 11 , Section 220 Request , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Securities Violations , Shareholder Litigation , Shareholder Votes , Summary Judgment

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary...more

11/27/2019 / Appeals , Criminal Convictions , Fiduciary Duty , Investment Company Act of 1940 , Loss Causation , Material Misrepresentation , Materiality , Omissions , Pleading Standards , Scienter , Securities , Securities Exchange Act , Securities Fraud , Securities Litigation , SLUSA

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - September 2019

In this issue of The Distributed Ledger, we discuss the IRS' warning letters for over 10,000 cryptocurrency holders, the SEC's settlement with a blockchain company regarding unregistered ICO transactions, and a European...more

In Malouf, Tenth Circuit Applies Supreme Court’s Lorenzo Decision

On August 13, 2019, in the first case by a U.S. Court of Appeals to apply the U.S. Supreme Court’s recent decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), the U.S. Court of Appeals for the Tenth Circuit held that the...more

8/16/2019 / False Statements , Fines , Intent to Defraud , Investment Banks , Lorenzo v SEC , Material Dissemination , Misleading Statements , Rule 10b-5 , SCOTUS , Securities and Exchange Commission (SEC) , Securities Violations , Suspensions

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

6/12/2019 / Acquisitions , Appraisal Rights , Breach of Duty , Fiduciary Duty , Investment Advisers Act of 1940 , Material Misrepresentation , Materiality , Mergers , Omissions , Omnicare , Pleading Standards , Popular , Sarbanes-Oxley , Scienter , Securities , Securities Exchange Act , Securities Litigation , Suspicious Activity Reports (SARs)

The Current State of Cryptocurrency Enforcement and Securities Litigation

On April 24, 2019, Skadden hosted a webinar titled “The Current State of Cryptocurrency Enforcement and Securities Litigation.” The presented topics largely focused on the SEC’s evolving regulatory approach to cryptocurrency...more

4/30/2019 / Blockchain , Corporate Counsel , Cryptocurrency , Digital Assets , Enforcement Actions , FinHub , Howey , Initial Coin Offering (ICOs) , No-Action Letters , Popular , Proposed Legislation , Securities , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Tokens , Settlement Agreements

District Court Applies Lorenzo in Securities Class Action Alleging Fraudulent Scheme

In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more

4/20/2019 / Civil Liability , Class Action , Failure To Disclose , False Statements , Lorenzo v SEC , Motion to Dismiss , Nasdaq , Public Offerings , Registration Requirement , Rule 10(b) , Rule 10b-5 , Securities Act of 1933 , Securities Fraud , Securities Violations , Underwriting

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - April 2019

In this issue, we examine the release of the much-anticipated Strategic Hub for Innovation and Financial Technology (FinHub) guidance for analyzing how U.S. federal securities laws apply to initial coin offerings, the...more

4/16/2019 / Advertising , Blockchain , California Consumer Privacy Act (CCPA) , CNIL , Cryptocurrency , Default , Digital Assets , Discovery , Distributed Ledger Technology (DLT) , Division of Corporate Finance , Ethereum , EU , FinHub , France , Frozen Assets , General Data Protection Regulation (GDPR) , Guilty Pleas , Initial Coin Offering (ICOs) , Investment Contract , Motion to Dismiss , No-Action Letters , NYDFS , Offerings , Payment Tokens , Personal Jurisdiction , Plea Agreements , Popular , Preliminary Injunctions , Profits , Public Comment , Putative Class Actions , Safe Harbors , Securities , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Tokens , Securities Violations , Settlement , Smart Contracts , Unregistered Securities , Virtual Currency

Peter Morrison

Skadden, Arps, Slate, Meagher & Flom LLP

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