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Civil Procedure Securities

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Only Persons Who Report Security Violations to the SEC are Whistleblowers Under Dodd-Frank: Supreme Court Decides Digital Realty...

by Foley & Lardner LLP on

The Supreme Court in Digital Realty Trust narrowed the definition of a whistleblower under the Dodd-Frank Act only to those persons who have provided information of a securities laws violation to the U.S. Securities and...more

SCOTUS Slams Door On Attempt To Expand Retaliation Law

by Fisher Phillips on

Yesterday’s decision is good news for employers. It limits the ability of disgruntled former employees to seek whistleblower protection under the Dodd-Frank Act, and means there is one fewer weapon out there to be used...more

Whistle[blowing] While You Work: Dodd-Frank’s Antiretaliation Provision Does Not Protect Internal Reports Of Wrongdoing

by Hogan Lovells on

The United States Supreme Court just issued a decision in a highly anticipated whistleblower case, and unanimously held that the antiretaliation provision of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Declining To Find Enhanced Scrutiny Inapplicable To Post-Closing Damages Actions, Delaware Court Of Chancery Denies Motion For...

by Shearman & Sterling LLP on

On February 6, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a summary judgment motion by defendant Potomac Capital Partners II, LP (“Potomac”) in an action by stockholders challenging the...more

Northern District Of California Rejects New Evidence Allegedly Establishing Scienter And Loss Causation As Basis To Set Aside...

by Shearman & Sterling LLP on

On February 9, 2018, Judge Charles E. Breyer of the United States District Court for the Northern District of California held that “newly discovered evidence” regarding the basis for an auditor’s resignation and the scope of...more

New York Court Denies Approval Of Disclosure-Only Settlement, Finding Supplemental Disclosures "Useless"

by Shearman & Sterling LLP on

On February 8, 2018, Justice Shirley Werner Kornreich of the New York Supreme Court denied a motion for final approval of a disclosure-only settlement in a class action suit brought by shareholders of Martin Marietta...more

Northern District Of Illinois Finds Material Misstatements Adequately Alleged

by Shearman & Sterling LLP on

On February 12, 2018, Judge Samuel Der-Yeghiayan of the United States District Court for the Northern District of Illinois denied a motion to dismiss a putative class action under the Securities Exchange Act of 1934 against...more

Filing of Canadian Securities Class Actions Declines Again

by Dorsey & Whitney LLP on

Increasing numbers of securities class actions have been filed in the U.S. in recent years. That trend contrasts sharply with Canada where the number of actions filed last year declined again, according to a new report...more

BitConnect Promoters Targeted in Class Action Suits, Twice in One Week

BitConnect International, PLC had a somewhat unique business model, even for an industry known for its unconventional nature. On its face, BitConnect functioned as an exchange. However, the real purpose of the platform, and...more

Federal District Court Dismisses Mutual Fund Excessive Fee Lawsuit

by Goodwin on

On February 14, 2018, the U.S. District Court for the Southern District of New York in Manhattan issued a decision dismissing a complaint brought under Section 36(b) of the Investment Company Act of 1940, as amended, that...more

Court of Appeals Decision: Managers of Open-Market CLOs Not Subject to Dodd-Frank Risk Retention

On February 9, 2018, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit unanimously ruled in favor of the Loan Syndications and Trading Association (“LSTA”) in its lawsuit against the...more

Petrobras Court’s Denial of Plaintiffs’ Request for Confidential Treatment of Opt-Out Provisions Could Undermine the Settlement...

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

D.C. Circuit Upholds CFPB’s Constitutionality: Why the PHH Case Underscores the Importance of Internal Agency Discipline

by Dorsey & Whitney LLP on

On January 31, the U.S. Court of Appeals for the D.C. Circuit issued a plurality opinion en banc that confirmed the constitutionality of the Consumer Financial Protection Bureau’s (“CFPB”) governance by a sole Director, while...more

Watch the Calendar When Considering Claims in Connection With a Family-Owned Business

by Murtha Cullina on

Shareholders of family-owned businesses sometimes assert claims of misconduct against their co-owner relatives. These claims can take the form of oral complaints or written claim letters. ...more

District Of Minnesota Certifies Securities Fraud Class Action But Narrows The End Of Putative Class Period To The Date Of The...

by Shearman & Sterling LLP on

On January 30, 2018, Judge John R. Tunheim of the United States District Court for the District of Minnesota granted class certification in a consolidated securities fraud class action against Medtronic and certain of its...more

Delaware Court Of Chancery Holds That Addition Of MFW Protections Following Initial Controller Proposal But Before Negotiations...

by Shearman & Sterling LLP on

On February 2, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed a stockholder challenge to the buyout of Synutra International Inc. (“Synutra”) in a squeeze-out merger by a controlling...more

Chris Lazarini Examines New York Court's Definition of "Class Action" and "Members of the Class"

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini examined a case in which the New York Court of Appeals provided guidance on Rule 908 of the New York Civil Practice Law and Rules, deciding that Rule 908 requires sending notice of a...more

Second Circuit Affirms Dismissal Of Claims, Finding No Personal Jurisdiction Where Defendants Were Not "At Home" In The Forum And...

by Shearman & Sterling LLP on

On February 9, 2018, the United States Court of Appeals for the Second Circuit affirmed the dismissal of aiding and abetting claims against UBS AG, AIA LLC, and their affiliated entities and individuals. SPV Osus Ltd. v. UBS...more

The LSTA Case: DC Circuit Court Delivers Victory for CLO Industry, with Some Broader Ramifications

by Morgan Lewis on

The Loan Syndications & Trading Association prevailed in its quest to eliminate credit risk retention requirements for open-market CLO managers, in a ruling that has other important implications....more

LSTA’s Argument That CLO Managers Are Not “Securitizers” in Open-Market CLOs Carries the Day in Court. Now What?

by Shearman & Sterling LLP on

On February 9, 2018, the D.C. Court of Appeals ruled that treating managers of open-market CLOs as “securitizers” subject to the risk retention rules exceeded the statutory authority to promulgate rules to implement the risk...more

“Golden Share” Equity Holder Can Bar Bankruptcy Filing

The Bankruptcy Court in the Southern District of Mississippi (the “Court”), in In re Franchise Services of North America, Inc., Case No. 1702316EE (Bankr. S.D. Miss. Dec. 18, 2017), upheld the blocking power held by a...more

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Second Circuit Clarifies How Price Impact Can Be Rebutted at the Class Certification Stage in Securities Fraud Class Actions

Last month, in Arkansas Teachers Retirement System v. Goldman Sachs Group, Inc., the Second Circuit vacated the Southern District of New York’s order certifying a class in a Rule 10b-5 securities fraud class action. At issue...more

Dechert survey: Developments in securities fraud class actions against U.S. life sciences companies

by Dechert LLP on

2017 was a record year for class action securities litigation, and life sciences companies continued to be popular targets of such lawsuits. During 2017, plaintiffs filed a total of 88 class action securities lawsuits against...more

Reflections on Kokesh v. SEC: On the Lookout for “Elephants in Mouseholes”

by King & Spalding on

Until June 2017, when the Supreme Court issued its unanimous opinion in Kokesh v. SEC, the Securities and Exchange Commission (“SEC” or “Commission”) took the position that it could obtain disgorgement from defendants no...more

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