News & Analysis as of

Failure To Disclose

6th Circuit Says No Standing for FDCPA Claim under Spokeo

by Weiner Brodsky Kider PC on

The Sixth Circuit Court of Appeals recently held that two plaintiffs did not have standing to pursue their FDCPA claim for failure to make a required disclosure where the non-disclosure did not hurt the plaintiffs. The Sixth...more

Yahoo Enters $80 Million Securities Class Action Settlement After Data Breach

by Carlton Fields on

On March 2, Yahoo, Inc. (“Yahoo”) filed a proposed settlement in In re Yahoo Inc. Securities Litigation, which was filed in U.S. District Court in San Francisco. ...more

Yahoo to Pay $80 Million to Settle Securities Class Action Based on Data Breaches

by Murtha Cullina on

Yahoo agreed to pay shareholders $80 million to settle a federal securities class action suit, as detailed in the parties’ March 2, 2018 proposed settlement agreement filed with the court. In that suit, the shareholders...more

Crypto-Crime: The SEC and DOJ Go After BitFunder and Its BitFounder

Taking further steps into the world of cryptocurrency, two entities of the federal government recently took legal action against BitFunder, a now-defunct Bitcoin exchange, and its founder, Jon Montroll. The Securities and...more

New SEC Enforcement Initiative Encourages Advisers to Self-Report Mutual Fund Share Class Violations

by BakerHostetler on

On February 12, 2018, the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) announced a new initiative to encourage advisers to self-report share class violations. Share class violations occur...more

Delaware Supreme Court Finds Failure To Disclose Director Dissent In M&A Transaction Material

The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. ...more

SEC Announces New Cooperation Initiative for Advisers

by Dorsey & Whitney LLP on

The SEC’s Division of Enforcement announced a new cooperation initiative addressed to investment advisers who have failed to disclose conflicts arising from the receipt of 12b-1 fees from mutual funds. In essence, the...more

FTC Gets Restraining Order Against Mortgage Loan Modification Operators

by Weiner Brodsky Kider PC on

The Nevada federal district court recently granted a temporary restraining order (TRO) against a large group of mortgage loan modification operators, following a complaint from the Federal Trade Commission (FTC) which alleged...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

Distributed ledger technology or DLT, virtual currencies and the related markets were the center of discussion this week. SEC Chairman Jay Clayton delivered remarks at one conference sternly warning that the Commission would...more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Judge Cites Escobar Materiality Standard, Vacates $350 Million False Claims Act Judgment

by Jones Day on

The Situation: The False Claims Act imposes civil liability on any person or entity that "knowingly presents, or causes to be presented" to the U.S. government "a false or fraudulent claim for payment or approval." The...more

Seventh Circuit Affirms Grant of Summary Judgment on Terminated CEO’s SOX And DFA Claims

Last week, the Seventh Circuit Court of Appeals held that a terminated CEO’s complaints about his board of directors’ managerial decisions did not qualify as protected whistleblowing under the Sarbanes-Oxley Act of 2002...more

False Claims Act's "Rigorous" Materiality Standard Enforced by Second Circuit

by Jones Day on

The Situation: A decision by the U.S. Court of Appeals for the Second Circuit reinforces the growing body of case law regarding the strict materiality requirements of the False Claims Act. The Result: Coyne v. Amgen is...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

Merrill Lynch settled proceedings with the Commission, agreeing to pay a $13 million penalty for failing to have adequate AML procedures with regard to the variety of services it offers clients such as ATMs and money...more

SEC Charges Advisory Firm For Breaches Of Fiduciary Duties

by Shearman & Sterling LLP on

On December 11, 2017, the United States Securities and Exchange Commission (“SEC”) filed a complaint against two investment advisers, Westport Capital Markets, LLC (“Westport”) and its controlling shareholder, Christopher...more

Sears Tries to Sell FTC on Settlement Tweaks

Should the Federal Trade Commission revise its 2009 settlement with Sears involving the company’s data security practices? In an administrative complaint, the FTC alleged that Sears Holdings Management Corp. failed to...more

Escobar: Year One

Universal Health Services, Inc. v. U.S. ex rel. Escobar, 136 S. Ct. 1989 (2016) was a landmark case in FCA jurisprudence. In Escobar, the Supreme Court held that the implied false certification theory can be a basis for...more

Second Circuit Dismisses Claims of Would-Be Ad-Blockers

On November 22, 2017, the Second Circuit in Heskiaoff v. Sling Media affirmed the dismissal of a class action complaint against Sling Media that alleged deceptive business practices in connection with Sling’s introduction of...more

The So-Called “Innocent Spouse” Defense to Denial of Discharge Under 11 U.S.C. § 727(a)(3)

by Burr & Forman on

Under § 727(a)(3) of the Bankruptcy Code, a court shall not grant a debtor’s discharge if “the debtor has concealed, destroyed, mutilated, falsified, or failed to keep or preserve any recorded information, including books,...more

To Disclose or Not To Disclose: The FTC’s Dueling Concurrences over Deceptive Omissions in Lenovo

On September 5, 2017, the Federal Trade Commission (FTC) announced that it and 32 state attorneys general had settled charges with Lenovo, Inc., regarding the company’s practice of pre-loading advertising software on its...more

Sears Petitions FTC to Reopen and Modify 2009 Order Concerning Online Browsing Tracking

The Federal Trade Commission (FTC) is seeking public comment on a petition by Sears Holding Management requesting that the FTC reopen and modify a 2009 FTC order settling charges that Sears failed to disclose adequately the...more

Eleventh Circuit Narrows Application of Judicial Estoppel

by Burr & Forman on

The Eleventh Circuit has revisited the question of when a debtor may be judicially estopped from pursuing a civil lawsuit due to his or her failure to disclose the claims forming the basis of the lawsuit in their bankruptcy....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

Brief Primer on Real Estate Arbitrations

by Hellmuth & Johnson PLLC on

Real estate agents often question what rights and remedies they may have against the seller in the event of a non-disclosure claim. In many home sales, the buyer, seller and agent sign an arbitration agreement requiring that...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

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