Tijana Brien at Cooley LLP

On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2)...

On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more

3/5/2025 / Appeals , Investors , Motion to Dismiss , SCOTUS , Securities Act of 1933 , Securities Litigation , Securities Regulation , Shareholders , Slack Technologies Inc v Pirani

Trends in 2024 Securities Class Actions: AI and Biotech Cases On the Rise, Second Circuit Bounces Back

Cornerstone Research recently issued its 2024 Year in Review report examining recent trends in securities class action filings. For the second year in a row, the number of securities class action filings saw an uptick,...more

2/14/2025 / Appeals , Artificial Intelligence , Biotechnology , Class Action , Coronavirus/COVID-19 , Securities Exchange Act of 1934 , Securities Fraud , Securities Litigation , Securities Regulation

10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win

On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first...more

11/14/2024 / Rule 10b-5 , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud

Recent Trends in Parallel Derivative Action Settlement Outcomes

A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions....more

8/27/2024 / Class Action , Derivative Suit , Derivatives , Shareholder Litigation , Shareholders

Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’

A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming...more

5/31/2024 / Class Action , Corporate Counsel , Pleading Standards , PSLRA , Securities Exchange Act , Securities Fraud , Securities Litigation

Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory...more

4/8/2024 / Acquisitions , Board of Directors , Contract Terms , Corporate Counsel , Merger Agreements , Mergers , Stockholder Agreements

Trending in securities class actions: Section 10(b) claims predominate, Ninth Circuit sees uptick, according to Cornerstone Report

Cornerstone Research (a top consulting and expert testimony firm) issued its 2023 Year in Review report, examining recent trends in securities class action filings. According to the report, in 2023 there was a slight uptick...more

2/21/2024 / Class Action , Predominance Requirement , Regulation S-K , Securities Act of 1933 , Securities Exchange Act , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Securities Plaintiffs Pursuing Crypto, Banking and High-Dollar-Value Cases in 2023, According to Cornerstone Research Report

Cornerstone Research (a top consulting and expert testimony firm) recently issued its highly anticipated midyear report on securities class action filings. The report examines recent trends in securities class action filings...more

7/28/2023 / Class Action , Cryptocurrency , Securities Act of 1933 , Securities Litigation

Ninth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal Derivative Action

On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of Chancery are enforceable...more

6/12/2023 / Corporate Counsel , Derivative Suit , Securities and Exchange Commission (SEC) , Securities Exchange Act , Shareholder Litigation , Shareholders

Tijana Brien

Cooley LLP

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