News & Analysis as of

Class Action Proxy Statements

A class action is a type of legal action where a representative individual or group of individuals can bring a claim on behalf of a larger group or class who share a common legal interest.
Cadwalader, Wickersham & Taft LLP

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

Vinson & Elkins LLP

[Webinar] Managing Litigation Risks in De-SPAC Transactions - October 26th, 12:00 pm - 1:00 pm CT

Vinson & Elkins LLP on

As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

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Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

Goodwin

Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity

Goodwin on

Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity; Delaware Court of Chancery Dismisses Stockholder Suit Against Medical Device Company for Failure to Plead Demand Futility;...more

Goodwin

Federal Reserve Hints at Government-Backed Cryptocurrency

Goodwin on

Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more

Goodwin

Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence Is...

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Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence is Required for Each Putative Class Member; District Judge Approves Magistrate’s Recommendation to Deny...more

Seyfarth Shaw LLP

Over 50 M&A Deals Have Been Challenged This Year by a Single Group of Lawyers

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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

A&O Shearman

District Of New Jersey Allows Class Action Based On Alleged Price-Fixing To Proceed Against Pharmaceutical Company

A&O Shearman on

On August 6, 2019, Judge Katherine S. Hayden of the United States District Court for the District of New Jersey denied a motion to dismiss a putative securities class action asserting claims under Sections 10(b) and 14(a) of...more

A&O Shearman

Eighth Circuit Reverses Dismissal Of Securities Class Action Resulting From Merger, Finding Question of Materiality Of Alleged...

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On March 1, 2019, the United States Court of Appeals for the Eighth Circuit reversed the dismissal of a class action arising from the merger of a biotechnical company (“Biotech Company”) and a cancer-diagnostics company...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....more

Brooks Pierce

NC Business Court Approves Another Disclosure Only Class Action Settlement

Brooks Pierce on

Judge Gale's approval last week of a class action settlement, in In re Krispy Kreme Doughnuts, Inc. Shareholder Litigation, 2018 NCBC 1 gives me another opportunity to rail against disclosure only settlements. You know that I...more

Proskauer - Corporate Defense and Disputes

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

Burr & Forman

Second Circuit Issues Amended Order Affirming Dismissal in Transocean

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On April 29, the United States Court of Appeals entered an amended order (previously decided on March 17, 2016) that affirmed the decision of the United States District Court for the Southern District of New York in DeKalb...more

Proskauer - Corporate Defense and Disputes

Second Circuit Addresses Statutes of Repose and Tolling in Securities Class Actions

The Second Circuit has clarified the applicable statutes of repose for securities-fraud and proxy-related claims under §§ 9(f), 14(a), and 18(a) of the Securities Exchange Act. The court’s March 17, 2016 decision in DeKalb...more

Fenwick & West LLP

M&A Litigation Update: Delaware Chancery Court Delivers Devastating Blow to Disclosure Settlements

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A new decision makes clear that parties should no longer expect the Delaware Court of Chancery to approve broad settlements of M&A class actions based on supplemental proxy disclosures. Chancellor Andre Bouchard issued a...more

Brooks Pierce

Two Cases From NC Business Court: Class Action Fees Doubled And Expedited Discovery Denied

Brooks Pierce on

Last week (well, two weeks ago, I'm kind of behind) seemed like class action week at the Business Court. Judge Gale issued three rulings in class action cases. ...more

Proskauer - Corporate Defense and Disputes

A Farewell to Alms? Peppercorn Settlements of M&A Litigation

An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more

King & Spalding

It's Not Just A Delaware Thing: Other Courts Are Also Questioning Disclosure-Only Settlements In M&A Litigation

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In an age when overburdened courts with reduced budgets often approve class action settlements without significant oversight, Delaware courts have frequently bucked that trend in the merger litigation context: rejecting...more

Katten Muchin Rosenman LLP

District Court Clarifies Statute of Repose Timeline in Material Misstatement Case

The US District Court for the Eastern District of New York recently dismissed a class action claim, determining the reasserted claim violated the applicable statute of repose that requires all claims be brought within three...more

Burr & Forman

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

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Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

Mintz

Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office

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Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the recent trend in which stockholders are filing class action suits after public deals are announced. ...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - April 5, 2013

In this issue: - SEC Advisory Committee on Small and Emerging Companies Makes Recommendations - SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD) - SEC Amends...more

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