A key enforcement power of the Securities and Exchange Commission (“SEC”)—its ability to elect to conduct in-house administrative proceedings before Administrative Law Judges (“ALJs”) instead of bringing an action in federal...more
On April 28, 2022, the California Court of Appeals became the first appellate court outside of Delaware to uphold a federal forum provision (“FFP”) in governing corporate documents. The appellate decision was issued in the...more
On March 7, 2022, the Delaware Chancery Court denied a motion to stay a putative class action pending the resolution of a federal securities class action, notwithstanding that the federal action was first-filed and concerned...more
Seyfarth has conducted a thorough analysis of the litigation filed in 2021 arising out of mergers and acquisitions for the year.1 While there is, as reported elsewhere, a marked decrease in class action filings arising from...more
On July 2, 2021, the US Supreme Court granted the Petition for a Writ of Certiorari filed in Pivotal Software, to address one of the many questions stemming from the Court’s decision in Cyan, which permitted state courts to...more
In our recent article on securities litigation in the burgeoning legal cannabis industry, we noted that companies in this space must be careful and thoughtful in their disclosures to avoid securities litigation exposure. In...more
For any company, going public is fraught with securities litigation risks. As highlighted in the recent New York State Appellate Court decision In The Matter of Sundial Growers, Inc. Securities Litigation, companies operating...more
Seyfarth Synopsis: Special Purpose Acquisition Company (“SPAC”) transactions have dramatically increased since the start of 2020, bringing with them risk of securities litigation....more
Seyfarth Synopsis: Two recent decisions on motions to dismiss in COVID-related class action securities litigations—one successfully dismissed, the other largely surviving—show that a bare allegation of failure to predict the...more
On January 4, 2021, a putative securities class action complaint was filed in the United States District Court for the Western District of Texas against SolarWinds Corporation (“SolarWinds”), SolarWinds’ CEO and CFO.[1] This...more
On January 12, 2021, the United States District Court for the Southern District of New York dismissed a putative class action complaint against Bemis Company Inc. and members of its board of directors (collectively, “Bemis”)...more
Three separate California Superior Courts have recently upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities Act”) (15...more
On December 3, 2020, the New York State Appellate Division for the First Judicial Department dismissed an action alleging claims under the Securities Act of 1933 (the “Securities Act”) in Lyu v. Ruhnn Holdings Limited....more
12/9/2020
/ Business Model ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Material Misstatements ,
Motion to Dismiss ,
Putative Class Actions ,
Section 11 ,
Section 12 ,
Securities Act of 1933 ,
Securities Litigation
In recent decisions, two separate California Superior Courts have upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities...more
On September 1, 2020, the California Superior Court for San Mateo County granted Restoration Robotics, Inc. and certain individual defendants’ (collectively, “Restoration Robotics”) Motion for Reconsideration and Renewed...more
Seyfarth Synopsis: On Monday, June 22, 2020, the Supreme Court issued its decision in Liu et al v. Securities and Exchange Commission (“SEC”). In an 8-1 decision, written by Justice Sotomayor...more
6/25/2020
/ 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 Delaware Court of Chancery’s 2016 decision in In re Trulia Stockholder Litigation sought to address the trend of meritless merger lawsuits flooding the Chancery Court. Following the decision, however, the battleground of...more
Seyfarth Synopsis: The COVID-19 pandemic has already spurred several private securities class action lawsuits and Securities and Exchange Commission (“SEC”) enforcement actions. Companies that deal with COVID-19 on a daily...more
6/13/2020
/ Business Disruption ,
Carnival Cruise Lines ,
Coronavirus/COVID-19 ,
Cruise Ships ,
Pharmaceutical Industry ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Vaccinations ,
Virus Testing ,
Zoom®
The United States District Courts for the District of New Jersey and the Southern District of New York recently dismissed putative securities class action complaints filed against life science companies in Smith v. Antares...more
The United States District Court for the District of Massachusetts recently granted a motion to dismiss a putative securities fraud class action in favor of Alnylam Pharmaceuticals, Inc. and several of its executive officers...more
Seyfarth Synopsis: On Tuesday, March 3, 2020, the Supreme Court heard oral arguments in Liu et al v. Securities and Exchange Commission, in what some thought would be a landmark case on the SEC’s power to seek disgorgement...more
3/10/2020
/ Administrative Authority ,
Corporate Counsel ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Oral Argument ,
Penalties ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations