The U.S. Court of Appeals for the Second Circuit (“Second Circuit”) recently issued an important decision concerning challenging the rejection of claims made by class members in settled U.S. class actions. Contant v. AMA...more
Last week, executives of the now-defunct biotechnology company, Orexigen, filed a petition for certiorari with the U.S. Supreme Court, seeking clarification of the duty to update under the federal securities laws. The...more
In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more
1/18/2019
/ Bylaws ,
Corporate Governance ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Delaware General Corporation Law ,
Forum Selection ,
Initial Public Offering (IPO) ,
Jurisdiction ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Litigation
In a recent ruling in In re: BP p.l.c. Securities Litigation the United States District Court for the Southern District of Texas dismissed claims asserted by opt-out plaintiffs as time barred by the Exchange Act’s statute of...more
10/10/2018
/ American Pipe & Construction Co. v. Utah ,
CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Institutional Investors ,
Opt-Outs ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
As we previously noted in this post, the United States District Court for the Northern District of California dismissed the Volkswagen Bondholder Plaintiff’s first amended complaint, with leave to amend, holding that it could...more
In Khoja v. Orexigen Therapeutics, Inc., the Ninth Circuit clarified the “rare circumstances” when a court may review documents extraneous to the pleadings in ruling on a motion to dismiss. Given that it has become routine...more
The Toshiba Securities Litigation stems from alleged violations of the Exchange Act, as well as the Financial Instruments and Exchange Act of Japan, against Toshiba Corp., in connection with its alleged accounting fraud and...more
Former U.S. District Judge Gerald Rosen, the Special Master appointed to investigate alleged improper billing by class plaintiffs’ firms in Arkansas Teacher Retirement System v. State Street Bank and Trust Company,...more
7/19/2018
/ Attorney's Fees ,
Breach of Duty ,
Class Action ,
Class Members ,
Disgorgement ,
Duty of Candor ,
Failure To Disclose ,
Fee-Sharing ,
FRCP 11 ,
FRCP 23 ,
Institutional Investors ,
Recusal ,
Rules of Professional Conduct ,
Securities and Exchange Commission (SEC) ,
Special Master
On Tuesday, February 6, 2018, United States District Judge Jed S. Rakoff denied class counsel’s request to file under seal three supplemental agreements to a $2.95 billion settlement in the Petrobras Securities Litigation,...more
First there was Libor. Next came credit default swaps and foreign exchange. Now, highlighted by the over $2 billion settlement reached in the Foreign Exchange Antitrust Litigation, plaintiffs are pursuing a number of...more
Douglas Greene, one of the United States’ most well-known securities litigators – on either side of the bar – recently wrote a four-part treatise, titled Who is Winning the Securities Class Action War – Plaintiffs or...more
Recently, in Melbourne City Investments Pty Ltd v. Treasury Wine Estates Limited (“Treasury Wine”), the Full Court of the Federal Court of Australia considered a primary judge’s class closure order which broke new ground in...more
In a June 13, 2017, ruling on a motion for partial summary judgment in the Ocwen Financial Corp. Securities Litigation (the “Ocwen Litigation”), the United States District Court for the Southern District of Florida determined...more
6/30/2017
/ Breach of Duty ,
Class Action ,
Conflicts of Interest ,
Government Investigations ,
Judgment As A Matter Of Law ,
Misleading Statements ,
NYDFS ,
Ocwen ,
Partial Summary Judgments ,
Recusal ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
Securities Litigation
We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more
6/22/2017
/ Federal Pleading Requirements ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Internal Controls ,
Lenders ,
Misrepresentation ,
Motion to Dismiss ,
Omnicare v Laborers District Council ,
Rule 10(b) ,
Section 11 ,
Securities Act of 1933 ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation
On May 9, 2017, the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) affirmed in part and reversed in part an earlier decision from the U.S. Court of Federal Claims, which had held that aspects of the...more
5/24/2017
/ Acquisitions ,
AIG ,
Appeals ,
Bailout ,
Breach of Duty ,
Class Action ,
Court of Federal Claims ,
Derivative Suit ,
Equity Claims ,
Exactions ,
Fiduciary Duty ,
Fifth Amendment ,
Just Compensation ,
Loans ,
NYSE ,
Opt-In ,
Preferred Shares ,
Reverse Stock Splits ,
Shareholder Votes ,
Standing ,
Takings Clause
We have been keeping up with the In re LendingClub Securities Litigation class action, No. 3:16-cv-02627-WHA in the Northern District of California (“LendingClub”), in regard to Judge William Alsup’s unusual decision to...more
As we have previously noted, Dutch Foundations (or Stichtings) have been considered a useful tool in seeking recovery for losses on foreign securities. After the Morrison decision closed U.S. courts to claims for purchases of...more
On November 4, 2016, Judge Keith Ellison of the United States District Court for the Southern District of Texas granted preliminary approval of a $175 million settlement in the federal securities class action In re: BP p.l.c....more
Recently, the United States District Court for the Northern District of California (the “Court”) dismissed claims against Yahoo, Inc., holding that a 16-year old exemption granted to Yahoo by the Securities and Exchange...more
The Securities and Exchange Commission (SEC) has just published three new decisions in connection with administrative proceedings against two well known immigration lawyers, as well as against a third lawyer. One party has...more
8/24/2016
/ Civil Monetary Penalty ,
EB-5 ,
Enforcement Actions ,
Finder's Fees ,
Immigration Attorneys ,
Investment Funds ,
Professional Liability ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Transaction-Based Compensation
Recent doubts have been raised as to the effectiveness of Dutch Foundations, which have become an important vehicle in foreign recoveries. While Dutch Foundations have negotiated settlements in some situations, some foreign...more
Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more
11/6/2015
/ Broker-Dealer ,
Disclosure Requirements ,
Due Diligence ,
EB-5 ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Foreign Nationals ,
Green Cards ,
Inducement ,
Investigations ,
Investor Visa Options ,
Lawful Permanent Residents ,
Private Placements ,
Reasonable Care ,
Regional Centers ,
Regulation D ,
Regulation S ,
Risk Mitigation ,
Rule 506 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Underwriting ,
USCIS
Section 18 of the Securities Exchange Act, while seldom used in the past, has been increasingly used by institutional investors in suits against banks and other entities. The advantages of Section 18 are as follows...more
With the increasing barriers to successfully prosecuting a securities fraud case in the United States, including the jurisdictional limitations caused by the Morrison decision, institutional investors are sometimes now...more
7/23/2015
/ Attorney's Fees ,
Australia ,
Australian Stock Exchange ,
Class Action ,
Discovery ,
Indemnification ,
Institutional Investors ,
Jurisdiction ,
Legal Costs ,
Litigation Funding ,
Morrison v National Australia Bank ,
Securities Fraud ,
Testimony
Introduction:
Congress passed the Securities Act of 1933, 15 U.S.C. §§ 77a et seq. (Securities Act), and the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a et seq. (Exchange Act, collectively, the Acts) following...more