News & Analysis as of

Duty to Disclose

Inside the Courts – An Update From Skadden Securities Litigators - November 2017/ Volume 9 / Issue 4

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August 2017 and October 2017....more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Duty to Disclose that a House for Sale is Haunted?

by Gray Reed & McGraw on

Vlad “Dracula” Smith was looking for some new digs big enough to accommodate his growing family. While searching the MLS listings, Dracula stumbled across a castle belonging to Victor “Frankenstein” Jones. Little did Dracula...more

Washed Away: What Rights Do You Have When Your Home is Flooded?

by Gray Reed & McGraw on

Bill Deron bought a 100-acre tract next to a creek outside the City of Houston. Deron planned to build a subdivision where some of the homes abut a creek. The other homes would sit about 15 feet higher than the creekside...more

Nevro Corp. v. Boston Scientific Corp. (N.D. Cal. 2017)

Duty to Disclose Does Not Include Duty to Respond to Examiner Confusion - Earlier this month, in Nevro Corp. v. Boston Scientific Corp., District Judge Vince Chhabria of the U.S. District Court for the Northern District of...more

Third Circuit Affirms Dismissal of Plaintiffs’ Challenge to Risk Factors and Earnings Projections, in Williams v. Globus Medical,...

A recent Third Circuit opinion demonstrates the high bar that plaintiffs face when attempting to plead the falsity of two categories of statements: (1) risk factors alleged to be misleading because the warned-of risk had...more

Vineyard buyer's fraud claim dying on the vine

by Thompson Coburn LLP on

Sellers of a vineyard were exonerated of a claim for fraud because they “could not be held liable for nondisclosure in the absence of evidence they had actual knowledge of the facts to be disclosed.” In Opinion - RSB...more

Tough Puffery: Court Closes Door on Ford False Advertising Suit

The Northern District of New York recently found that Ford Motor Company’s “Built Ford Tough” slogan was non-actionable puffery, and dismissed putative false advertising class action claims brought under New York law that...more

Do employees need to disclose intention to compete?

by Dentons on

All employment contracts have an implied term ensuring that employees will serve their employer with good faith and fidelity. This implied term covers numerous things, including prohibiting employees from competing with their...more

Second Circuit Declines To Adopt First Circuit's "Extreme Departure" Standard For Assessing Whether An Issuer Has A Duty To...

by Shearman & Sterling LLP on

On June 21, 2017, the United States Court of Appeals for the Second Circuit affirmed a lower court’s decision dismissing a putative class action asserting claims under the Securities Act of 1933 (the “Securities Act”) against...more

Invincea and Lead Counsel Pay for Late Discovery Despite Case Settlement

by Zapproved LLC on

Vir2us, Inc. v. Invincea, Inc., No. 2:15cv162 (E.D. Va. Jan. 27, 2017). This case, Vir2us, Inc. v. Invincea, Inc., underscores the risks of failing to meet clear and timely e-discovery requirements set by the court....more

Supreme Court to Consider Whether Non-Compliance with SEC Regulation Can Give Rise to Securities Fraud Liability

by Dechert LLP on

In Leidos, Inc. v. Indiana Public Retirement System, No. 16-581, the U.S. Supreme Court will resolve an important circuit split regarding securities fraud liability. Specifically, the Court will determine whether Item 303 of...more

Do I Need a Patent Prior Art Search?

This is a common question among many new inventors. To be patentable, an invention must be novel and non-obvious in view of the “prior art.” Prior art includes prior filed patents, patent applications, and other public...more

First Department Adds Two New Factors to New York’s Standard of Review for Non-Monetary Settlements of Shareholder Class Actions

On February 2, 2017, the Appellate Division, First Department issued a unanimous decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 BL 31251 (1st Dep’t Feb. 2, 2017) that may have significant consequences...more

Pleading Failures Doom Disclosure Claims in Short-Form Merger Case

by McCarter & English, LLP on

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more

A Condemnation Action is Looming — What are a Landlord’s Disclosure Obligations to Potential Lessees?

by Nossaman LLP on

Before an eminent domain action is filed, public infrastructure projects involve years of planning, environmental approvals, design, and property negotiations. During this time, property owners and real estate agents/brokers...more

USPTO Again Proposes To Revise Duty Of Disclosure In View Of Therasense

by Foley & Lardner LLP on

More than five years after the Federal Circuit’s en banc decision in Therasense and its first proposed rulemaking under that decision, the USPTO has issued a new proposed rulemaking to adapt its duty of disclosure rule (37...more

A Trustee's Duty To Disclose In Texas

by Winstead PC on

David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, presented his speech on a “Trustees’ Duty To Disclose In Texas” to the Tarrant County Bar Association’s Business and Estate Section’s membership lunch in...more

Magistrate Judge Love Denies Motion for Summary Judgment as To Defendants’ Affirmative Defenses and Counterclaims Related to...

On August 23, 2016, Magistrate Judge John Love in the Eastern District of Texas denied plaintiffs’ motion for summary judgment as to defendants’ affirmative defenses and counterclaims. These defenses and counterclaims related...more

Breach Notification law: Yahoo’s Breach and the Duty to Disclose

by Nossaman LLP on

Last week, Yahoo disclosed that in 2014 it suffered one of the largest data breaches in history, with at least 500 million Yahoo accounts compromised.  Given the timing of its acquisition deal with Verizon, Yahoo has been...more

Insights Conversations: How Government Health Care Investigations May Be Shifting

The Department of Justice (DOJ) has long had the advantage when investigating False Claims Act (FCA) cases against health care companies. However, recent changes in the courts, including a unanimous U.S. Supreme Court...more

Unpaid Subcontractors Beware

by Bennett Jones LLP on

Alberta Court of Appeal confirms no duty to disclose existence of labour and material bond unless asked - Labour and material payment bonds (L&M Bonds) serve an important purpose on a construction project by providing...more

Help The USPTO Leverage Prior Art From Related Patent Applications

by Foley & Lardner LLP on

The USPTO is seeking input on how it can leverage prior art information available on-line in related patent applications in order to “improve patent examination quality and efficiency” and reduce “applicant’s burden to...more

OCIE Gives Advisers a Heads-Up About Its Latest Sweep Examination Initiative

Last week, OCIE published a National Exam Program Risk Alert highlighting the staff’s focus on advisers’ responsibility to act consistently with their clients’ best interests. According to OCIE, its latest sweep examination,...more

SEC Offering Fraud Built on Duty to Disclose Omissions

by Dorsey & Whitney LLP on

The Commission filed another offering fraud action in what has become virtually a continuous stream of these cases. Its latest action centers on the sale of interests in a payday lending business operated in partnership with...more

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