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

Judge Juxtaposes California And Delaware Insider Trading Law

by Allen Matkins on

I have written about Judge Claudia Wilken's recent ruling that the internal affairs doctrine does not supplant California's insider trading statute, Corp. Code § 25402. In re McKesson Corp. Derivative Litig., 2018 U.S. Dist....more

Tenth Circuit Affirms Dismissal Of Exchange Act Claims Based On Undisclosed Merger Discussions

by Shearman & Sterling LLP on

On May 11, 2018, the United States Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of a putative class action asserting claims under Sections 10(b) and 20(a) of the Exchange Act against Williams...more

Chris Lazarini Comments on Appointment of Lead Plaintiffs in Class Actions under PSLRA

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case involving guidance on the Private Securities Litigation Reform Act's (PSLRA) procedures for selection of lead plaintiffs in a securities class action. As outlined...more

Current Claims Filing Trends in Securities Class Action Settlements

by Epiq on

Overall, 2017 was a busy year for securities class action lawsuits. It started at a blistering pace, and finished with the most suits filed since 2001, at a staggering 66% increase over 2016. The resolutions for securities...more

Delaware Court Enforces Strict Compliance With Notice Provisions

by White and Williams LLP on

The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more

Governance & Securities Law Focus: Asia Edition - May 2018

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Caremark Claims And California

by Allen Matkins on

A popular claim for plaintiffs in derivative litigation against directors of Delaware corporations has been that the directors breached their duty of oversight. This theory has its genesis in Chancellor William T. Allen's...more

VIX Manipulation Class Actions - Part II: Venue and Consolidation

by Foley & Lardner LLP on

In our previous update, we informed you that Atlantic Trading USA LLC had filed the first class action complaint in Chicago federal court against various numerous unnamed market maker trading firms, alleging manipulation of...more

Northern District Of California Certifies Class In Securities Fraud Action Against Medical Device Manufacturer

by Shearman & Sterling LLP on

On May 8, 2018, Judge Claudia Wilken of the United States District Court for the Northern District of California granted class certification in an action asserting claims under Section 10(b) of the Securities Exchange Act...more

Eighth Circuit, Applying Lewis v. Scottrade, Dismisses State Law Claims Under SLUSA

by Shearman & Sterling LLP on

On May 10, 2018, the Unites States Court of Appeals for the Eighth Circuit affirmed the dismissal of putative class actions against TD Ameritrade, Inc. and certain related entities and individuals, asserting violations of...more

The Impact of Compliance - Another Reversal For a Jefferies Trader

by Dorsey & Whitney LLP on

The key role of compliance threads through the continuing saga of Jefferies & Co. trader Jesse Litvak as well as a series of similar cases. Mr. Litvak is one of a number of traders who were indicted by the U.S. Attorney’s...more

Attention Forum Shoppers! Blue Light Special in the Ninth Circuit!

by Shearman & Sterling LLP on

On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

Chris Lazarini Provides Insight on Class Action Related to '33 and '34 Act Claims in IPO

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini provided insight on a putative class action involving '33 and '34 Act claims against ReWalk Robotics, Ltd. (ReWalk), and its officers, directors and IPO underwriters. The court...more

Ninth Circuit: Section 14(e) Does Not Require Scienter

by Dorsey & Whitney LLP on

Scienter has been a critical element of a claim based on Exchange Act Section 10(b) in an SEC enforcement action since the Supreme Court’s decision in Aaron v. SEC, 446 U.S. 680 (1980). It has also been a key element in...more

Skeptical of Elephants in Mouseholes and Monster Arguments, the Supreme Court Holds Plaintiffs Can Still File 1933 Act Securities...

by Butler Snow LLP on

On March 20, 2018, the United States Supreme Court released its unanimous decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S.Ct. 1061 (2018). In Cyan, the Court considered whether plaintiffs can file...more

Between a Rock and a Hard Place: SEC Disclosure Analysis in Light of Yahoo Settlement

by McGuireWoods LLP on

On April 25, the Securities and Exchange Commission announced a settlement with Yahoo that constituted its first enforcement action against a public company for failing to disclose a data breach. This settlement...more

Ninth Circuit Splits from Five Other Circuits; Requires Only a Showing of Negligence for Claims Under Section 14(e) of the...

by Ropes & Gray LLP on

On April 20, 2018, in Varjabedian v. Emulex Corp., the Ninth Circuit held that Section 14(e) of the Securities Exchange Act of 1934 requires only a showing of negligence, rather than scienter, in connection with a disclosure...more

Southern District Of Florida Dismisses Putative Securities Class Action, Finding Vague And Generalized Statements Regarding...

by Shearman & Sterling LLP on

On Monday, April 30, 2018, Judge Robin L. Rosenberg of the United States District Court for the Southern District of Florida dismissed a consolidated putative securities class action against financial services company Ocwen...more

Second Circuit Once Again Vacates Bond Trader Jesse Litvak's Conviction For Securities Fraud

by Shearman & Sterling LLP on

On May 3, 2018, a three-judge panel on the Second Circuit Court of Appeals (“Second Circuit”) vacated former bond trader Jesse Litvak’s conviction on one count of securities fraud, holding that the district court erred in...more

Court Confirms Contractual Limits of Trustee's Duties

On April 2, 2018, the US District Court for the Southern District of New York dismissed a proposed residential mortgage-backed securities (RMBS) class action against U.S. Bank, in its capacity as trustee ("U.S. Bank" or...more

Retaliation Plaintiff Not A Covered Whistleblower Under Plain Reading Of Dodd-Frank Act, Court Rules

by Jackson Lewis P.C. on

A former employee who failed to show he reported alleged securities law violations to the Securities and Exchange Commission (SEC), as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA), cannot...more

Yahoo’s $35M SEC Settlement: Takeaways from the First Enforcement Action for Failure to Disclose a Data Breach

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission announced on April 24, 2018, that Yahoo! — now known as Altaba — agreed to pay a $35 million penalty to settle claims that the company failed to timely disclose a 2014 data breach...more

Altaba (Yahoo) Agrees to Pay $35 million Penalty as SEC Continues to Emphasize Importance of Cybersecurity Data Breach Disclosures

On April 24, 2018, the Securities and Exchange Commission (the “SEC”) announced that Altaba Inc. (f/k/a Yahoo! Inc.) agreed to pay a $35 million penalty relating to charges that it misled investors with respect to disclosure...more

April 2018: Securities and Structured Finance Litigation Update

New York Court of Appeals to Decide Slew of “Relation Back” and Accrual Cases. Almost three years ago, in the context of RMBS repurchase litigation, the New York Court of Appeals issued a seminal decision on the date of...more

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