Scott Musoff at Skadden, Arps, Slate, Meagher & Flom LLP

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

Despite Pandemic-Related Disruptions, Securities Class Action Filings Remain High With No Signs of Slowing

Despite unprecedented disruptions to the court system from the COVID-19 pandemic, plaintiffs continued to bring securities class actions at elevated levels in 2020 — a sign that filings will remain high in the year ahead....more

1/27/2021 / Acquisitions , Class Action , Corporate Counsel , Employee Retirement Income Security Act (ERISA) , FOIA , Initial Public Offering (IPO) , Mergers , Pleading Standards , Retirement Plans Committee of IBM v Jander , Securities Litigation , Special Purpose Acquisition Companies (SPACs) , Stock Drop Litigation , Whistleblowers

Supreme Court To Examine the Presumption of Classwide Reliance

On December 11, 2020, in the first securities class action case to reach the United States Supreme Court in years, the Court agreed to review a decision by the Second Circuit Court of Appeals that refused to allow defendants...more

12/18/2020 / Arkansas Teacher Retirement System v Goldman Sachs Group , Basic v Levinson , Burden of Persuasion , Burden of Proof , Certiorari , Class Action , Class Certification , Conflicts of Interest , Goldman Sachs , Investors , Presumption of Reliance , SCOTUS , Securities Exchange Act , Securities Litigation , Shareholders

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

Key Takeaways | Developments and Trends in Securities Litigation: Mid-Year Update 2020

On September 15, 2020, Skadden held the first program in our annual Securities Litigation and Regulatory Enforcement Update, titled “Developments and Trends in Securities Litigation: Mid-Year Update 2020.” ... ...The...more

10/29/2020 / Appeals , Class Certification , Cyan Inc v Beaver Cty Emps Ret Fund , Enforcement Actions , Loss Causation , Non-US Entities , Omnicare , Omnicare v Laborers District Council , Regulatory Violations , Scienter , Securities 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

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

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few...more

3/21/2020 / Acquisitions , Antitrust Provisions , Audits , Board of Directors , Coronavirus/COVID-19 , Corporate Restructuring , Corporate Taxes , Court Closures , Debt-Equity , Energy Projects , Families First Coronavirus Response Act (FFCRA) , IRS , Liquidity , Mergers , Power Infrastructure , Securities Litigation , Shareholder Activism , Shareholder Meetings , Stock Repurchases

Delaware Supreme Court Upholds Validity of Provisions Designating Federal Courts as Exclusive Forum of 1933 Act Claims

On March 18th, the Delaware Supreme Court issued a key decision upholding the validity of corporate charter provisions that designate federal courts as the exclusive forum for the litigation of 1933 Act claims. This opinion...more

3/20/2020 / Class Action , Concurrent Jurisdiction , Cyan Inc v Beaver Cty Emps Ret Fund , DE Supreme Court , Exclusive Forum , Section 11 , Securities Act of 1933 , Securities Litigation

Coronavirus/COVID-19 Update

As health organizations and governments around the world work to contain the coronavirus (COVID-19), businesses should be mindful of the various ways the virus may impact their operations and employees. The wide range of...more

Coronavirus/COVID-19: Implications for Commercial and Financial Contracts

The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies...more

2/26/2020 / Breach of Contract , Commercial Contracts , Commercial General Liability Policies , Contract Terms , Coronavirus/COVID-19 , Financial Contracts , Force Majeure Clause , Frustration of a Common Purpose , Global Economy , Infectious Diseases , Manufacturers , Material Adverse Effects , Nonperformance , Notice Requirements , Supply Chain , Transportation Industry

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

Securities Class Action Filings Continue Record Pace

Several securities litigation trends over recent years show no signs of abating in 2020. Federal securities class action filings seem likely to remain at elevated levels. Last year, for the third consecutive year, more than...more

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

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

Another Mutual Fund Adviser Prevails at Trial in Excessive Fee Case

On July 31, 2019, Judge George H. Wu of the U.S. District Court for the Central District of California released tentative findings of fact and conclusions of law dismissing an excessive fee claim brought under Section 36(b)...more

8/9/2019 / Board of Trustees , Dismissals , Excessive Fees , Gartenberg Factors , Investment Adviser , Investment Company Act of 1940 , Investment Management , Judicial Deference , Reverse Manager of Managers Theory , Section 36(b) , Third-Party Service Provider

SDNY Rules in Favor of Mutual Fund Adviser, Dismisses Excessive Fee Claim

In an opinion unsealed on July 3, 2019, Judge Laura Taylor Swain of the U.S. District Court for the Southern District of New York granted summary judgment to a mutual fund adviser and dismissed an excessive fee claim brought...more

7/15/2019 / Arms Length Transactions , Board of Directors , Dismissals , Excessive Fees , Financial Adviser , Investment Adviser , Investment Company Act of 1940 , Mutual Funds , Retail Investors , Section 36(b) , Summary Judgment

Supreme Court Declines to Further Define Morrison’s Domestic Transaction Requirement

The U.S. Supreme Court today denied the petition for certiorari in Toshiba Corp. v. Automotive Industries Pension Trust Fund, No. 18-486 (U.S. Oct. 15, 2018), leaving open the question of the appropriate scope of the...more

6/24/2019 / Denial of Certiorari , Domestic Transactions , Foreign Investment , Morrison v National Australia Bank , Pension Funds , Public Policy , Rule 10(b) , SCOTUS , Securities Exchange Act , Split of Authority , Toshiba

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)

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

Supreme Court Rules That Misstatement From Someone Who Is Not Its ‘Maker’ Can Still Be Basis of Fraudulent Scheme Claim

The U.S. Supreme Court held today in Lorenzo v. SEC, No. 17-1077 (2019), that dissemination of false or misleading statements with an intent to defraud can fall within the scope of Rules 10b-5(a) and (c) of the Securities...more

3/28/2019 / Appeals , Enforcement Actions , False Statements , Fines , Intent to Defraud , Investment Banks , Lorenzo v SEC , Material Dissemination , Misleading Statements , Reaffirmation , Rule 10b-5 , SCOTUS , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Violations , Suspensions

1/18/2019 / Asia , Class Action , Class Certification , Foreign Corrupt Practices Act (FCPA) , Foreign Issuers , Janus Capital Group Inc v First Derivative Traders , Latin America , Lorenzo v SEC , Material Misstatements , Parallel Proceedings , PSLRA , Rule 10b-5 , SCOTUS , Securities Act of 1933 , Securities Litigation , Statute of Repose , Stock Drop Litigation

Scott Musoff

Skadden, Arps, Slate, Meagher & Flom LLP

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