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Fiduciary Duty Securities Exchange Act

Jones Day

2023 Securities Litigation Year in Review

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During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more

BCLP

SEC Division of Examinations Publishes 2024 Examination Priorities

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On October 16, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) published its annual Examination Priorities for 2024 (the “Exam Priorities”). Consistent with the...more

A&O Shearman

District Of Minnesota Dismisses Exchange Act Claims Against Mattress Company With Prejudice, Finding Investors Failed To...

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On July 10, 2023, Chief Judge Patrick J. Schiltz of the United States District Court for the District of Minnesota granted a motion to dismiss a putative securities fraud class action against a mattress and bedding company...more

Eversheds Sutherland (US) LLP

SEC takes on AI use by broker-dealers and investment advisers - Expansive coverage of types of technology and investor interaction...

In a Legal Alert issued before the SEC open meeting, we posed five questions that our Investment Services team would be looking out for as part of this meeting. We now have answers to some of these questions....more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

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On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

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In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

WilmerHale

The Second Circuit's Blaszczak Decision Fails to Resolve One Issue, Raises New Ones

WilmerHale on

On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more

Goodwin

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

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The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

A&O Shearman

Eastern District Of New York Court Grants In Part Motion To Dismiss Putative Securities Class Action Brought Against Space...

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On November 7, 2022, Judge Allyne R. Ross of the United States District Court for the Eastern District of New York granted in part a motion to dismiss a putative securities class action against a space exploration company...more

Dechert LLP

Securities and Derivative Litigation: Quarter 3 2022 Update

Dechert LLP on

In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

Kramer Levin Naftalis & Frankel LLP

9th Circuit Affirms Dismissal of Derivative Suit in Favor of Forum Selection Clause Designating Delaware Court of Chancery as...

As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more

A&O Shearman

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

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On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

A&O Shearman

Delaware Court Of Chancery Rejects Motion To Stay SPAC Breach Of Fiduciary Duty Suit Pending Parallel Federal Securities Action

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On March 7, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to stay a putative class action brought by legacy stockholders of DiamondPeak Holding Corp., a special purpose acquisition...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

Bracewell LLP

Knowing an Insider and Trading Is Not Necessarily "Insider Trading"

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Co-coaching your daughters’ basketball team with your brother-in-law and later profiting from buying stock in your brother-in-law’s company is not, in and of itself, insider trading. This seems fairly obvious. On Monday,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh Circuit Holds That Delaware Forum Bylaw Cannot Force Litigation of Securities Exchange Act Claims in Delaware State Court

The U.S. Court of Appeals for the Seventh Circuit held on Friday, January 7, 2022, that a district court erred in holding that Boeing Corporation could use its Delaware forum selection bylaw to force a shareholder derivative...more

A&O Shearman

First Circuit Revives Putative Class Action Against Software Company

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On December 22, 2021, the United States Court of Appeals for the First Circuit reversed the dismissal of a putative class action asserting claims against a software company and certain of its current and former executives...more

A&O Shearman

District Of Delaware Dismisses Suit Against Wireless Technology Company For Failure To Plead Actionable Misstatement

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On November 15, 2021, Judge Richard G. Andrews of the United States District Court for the District of Delaware dismissed a derivative suit against a company that provides hardware, software, and services for wireless...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Proskauer - Corporate Defense and Disputes

CytoDyn Faces Continued Shareholder Pressure

The spate of shareholder actions against biotech companies relating to COVID-19 treatments shows no signs of stopping, and now, derivative lawsuits are following the initial wave of securities class actions. For example,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts - June 2021

Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Troutman Pepper

Not So Fast! Ninth Circuit Clarifies the Role of Materiality in Triggering SLUSA’s Class Action Bar

Troutman Pepper on

In a noteworthy decision refining application of the Securities Litigation Uniform Standards Act (SLUSA), the Ninth Circuit recently held that SLUSA did not bar a state law class action for alleged breach of fiduciary duties...more

Akin Gump Strauss Hauer & Feld LLP

Recent SPAC Shareholder Suits in New York State Courts: The Beginning Wave of SPAC Litigation

Key Points - Between September 2020 and March 2021, at least 35 SPACs have been hit with one or more shareholder lawsuits filed in New York state court. - These lawsuits generally allege that SPAC directors breached...more

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