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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

by Allen Matkins on

Our November 16, 2017 post discussed one aspect of the California Court of Appeal’s opinion in Central Laborers’ Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation’s acquisition of...more

Delaware Court of Chancery Rejects "Lawyer-Driven" Section 220 Demand

On November 13, 2017, the Delaware Court of Chancery issued a short but potentially important opinion in Jack Wilkinson v. A. Schulman, Inc., an action to inspect books and records brought under Section 220 of the Delaware...more

California Securities Law Claims Founder On Personal Jurisdiction

by Allen Matkins on

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530....more

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

by Allen Matkins on

As I have mentioned on numerous occasions, California has its own insider trading statute – California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general,...more

Delaware Court Of Chancery Dismisses Derivative Action, Finding Demand Unexcused Because Plaintiff Did Not Plead Non-Exculpated...

by Shearman & Sterling LLP on

On November 7, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery granted a motion to dismiss a derivative and putative class action brought by a minority stockholder of Erin Energy Corporation...more

Bridging the Week - November 2017

by Katten Muchin Rosenman LLP on

Backers of Tezos Initial Coin Offering Named in Prospective Class Action Litigation: On October 25, the promoters of a highly successful initial coin offering to support development of the Tezos blockchain project and other...more

Partnering Perspectives - Fall 2017

With the US poised to decrease regulation and the outcome of Brexit unknown, multinational institutions face a great deal of unpredictability in the regulatory landscape. In this edition of Partnering Perspectives, we look at...more

The Southern District Of California Allows Shareholder Securities Fraud Class Action To Proceed In Part

by Shearman & Sterling LLP on

On October 20, 2017, Judge Michael M. Anello of the United States District Court for the Southern District of California denied in part and granted in part a motion to dismiss brought by Qualcomm, Inc. (the “Company”), its...more

The Southern District Of California Allows Shareholder Securities Fraud Class Action To Proceed In Part

by Shearman & Sterling LLP on

On October 20, 2017, Judge Michael M. Anello of the United States District Court for the Southern District of California denied in part and granted in part a motion to dismiss brought by Qualcomm, Inc. (the “Company”), its...more

Ninth Circuit Trims PSLRA Safe Harbor’s Protection for Forward-Looking Statements

by Perkins Coie on

A recent decision of the U.S. Court of Appeals for the Ninth Circuit, In re Quality Systems, Inc. Securities Litigation, 865 F.3d 1130 (9th Cir. 2017), cut back on the protections afforded by the safe-harbor provision of the...more

No Statutory Claim? No Certification for Securities Class Action

by Bennett Jones LLP on

Last week, Justice Perell released a securities class action decision (LBP Holdings Ltd. v. Hycroft Mining Corporation, 2017 ONSC 6342 [Hycroft]) refusing to certify a common law claim for negligent misrepresentation against...more

Western District Of Washington Dismisses Securities Fraud Class Action With Leave To Amend, Finding Plaintiff Failed To Adequately...

by Shearman & Sterling LLP on

On October 18, 2017, Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington dismissed with leave to amend a consolidated amended complaint asserting violations of Sections 10(b)...more

Second Circuit Affirms Dismissal Of Disgorgement Claim For Lack Of Standing Because Shares In Company Were Exchanged For Shares Of...

by Shearman & Sterling LLP on

On October 19, 2017, the United States Court of Appeals for the Second Circuit, in a summary order, affirmed dismissal of an action seeking disgorgement of alleged short-swing profits realized by Defendants Eminence Partners...more

Delaware Court Of Chancery Dismisses Post-Merger Fiduciary Duty Claims Against Alleged Controller

by Shearman & Sterling LLP on

On October 24, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted a motion to dismiss a putative class action by former stockholders of Morgans Hotel Group Co. (“Morgans”), challenging its $794...more

The Good, the Bad and the Ugly: Candour in Ex Parte Applications

by Bennett Jones LLP on

A recent decision by the Alberta Court of Appeal (ABCA) reminds us that counsel must take care to provide a balanced view of both sides and not overreach in their asks when seeking an ex parte application, lest the court set...more

Factors to take into account when dealing with a request to inspect a company's register of members

by Dentons on

The Court of Appeal has considered two issues regarding a request to inspect a company's register of members. First, whether a request is valid if it does not contain all the information required by the Companies Act 2006...more

Finding Complaint Did Not Adequately Plead Claims For Breach Of Fiduciary Duty, Delaware Supreme Court Affirms Court Of Chancery...

by Shearman & Sterling LLP on

On October 12, 2017, the Supreme Court of Delaware affirmed a decision by the Delaware Court of Chancery to dismiss breach of fiduciary duty claims against the directors of Clear Channel Outdoor Holdings, Inc. (“CCOH”) in...more

Northern District Of California Pares Allegations In Shareholder Suit Against Twitter

by Shearman & Sterling LLP on

On Monday, October 16, 2017, Judge Jon S. Tigar of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a shareholder class action alleging violations...more

Supreme Court Argument In Leidos Removed From Calendar

by Shearman & Sterling LLP on

Resolution of whether Item 303 of Securities and Exchange Commission Regulation S-K creates an affirmative duty to disclose and a private right of enforcement under the Securities Exchange Act of 1934 will have to wait. On...more

The Impact of Kokesh On FINRA Remedies

by Dorsey & Whitney LLP on

Kokesh v. SEC, 137 S.Ct. 1635 (June 5, 2017) held that the statute of limitations in Section 2462 of Title 28 applies to requests for disgorgement by the Commission. Those payments constitute a penalty within the meaning of...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Supreme Court removed Leidos from its argument document this week. The case, which focused on a question regarding the scope of Section 10(b) in a securities class action, was scheduled for argument next month. The...more

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent...

by Shearman & Sterling LLP on

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on any production by Universal Health Services, Inc. (“UHS”) in response to a...more

Central District Of California Dismisses Securities Fraud Claim Against Facebook, Finding Plaintiffs Failed To Sufficiently Allege...

by Shearman & Sterling LLP on

On October 4, 2017, United States District Judge Stephen V. Wilson of the United States District Court for the Central District of California dismissed without prejudice a putative class action against Facebook, Inc., and...more

SEC Prevails at Trial of F-Squared Co-Founder

by Dorsey & Whitney LLP on

The Commission prevailed at trial last week, with the jury returning a verdict in its favor just hours after closing argument. SEC v. Present, Civil Action No. 1:14-cv-14692 (D. Mass. Filed Dec. 22, 2014)....more

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

by Shearman & Sterling LLP on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

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