News & Analysis as of

Initial Public Offering (IPO) Cyan Inc v Beaver Cty Emps Ret Fund

Woodruff Sawyer

Securities Class Actions Report: Filings Against Public Companies Down for Second Year in a Row

Woodruff Sawyer on

In 2021, 182 securities class actions were filed against issuers of stock listed on US exchanges. This statistic means that the total number of annual filings in 2021 was down 13% compared to 2020. As highlighted in our...more

Proskauer - Corporate Defense and Disputes

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more

Kramer Levin Naftalis & Frankel LLP

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Seyfarth Shaw LLP

New York Appellate Division Decides First Securities Act Case Since Cyan

Seyfarth Shaw LLP on

On December 3, 2020, the New York State Appellate Division for the First Judicial Department dismissed an action alleging claims under the Securities Act of 1933 (the “Securities Act”) in Lyu v. Ruhnn Holdings Limited....more

Sullivan & Worcester

Delaware Supreme Court Upholds Federal Forum Selection Provisions - Delaware Corporations May Now Adopt Federal Forum Selection...

Sullivan & Worcester on

On March 18, 2020, the Delaware Supreme Court reversed the Delaware Court of Chancery and held that Delaware corporations can adopt federal forum selection provisions for claims arising under the Securities Act of 1933 (the...more

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court: Delaware Corporations May Adopt Federal-Forum Provisions Requiring That Securities Act Claims Be Brought...

Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018. But uncertainty lingers as to whether post-IPO public companies can...more

WilmerHale

Delaware Supreme Court Upholds Validity of Federal Forum Provisions in Landmark Ruling

WilmerHale on

On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of provisions of corporate articles of incorporation that require...more

Vinson & Elkins LLP

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

Vinson & Elkins LLP on

In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

Wilson Sonsini Goodrich & Rosati

Carving Out Some IPO Protections

Thanks to a 2018 decision by the U.S. Supreme Court, the risk of IPO-related securities litigation has never been higher with class actions often brought by plaintiffs in both federal and state courts. With Congress not...more

A&O Shearman

Court of Appeals Of Texas Affirms Dismissal Of Nonresident Issuer, Individual Defendants And Underwriters For Lack Of Personal...

A&O Shearman on

On January 21, 2020, the Court of Appeals of Texas dismissed for lack of personal jurisdiction a putative class action against a chemical products manufacturer (the “Company”), certain of its officers and directors, and...more

A&O Shearman

Connecticut State Court Grants Motion To Strike Securities Act Claims

A&O Shearman on

On October 24, 2019, Judge Charles T. Lee of the Connecticut Superior Court granted a motion to strike claims alleging violations of Sections 11, 12(a) and 15 of the Securities Act of 1933 (the “Securities Act”) in connection...more

A&O Shearman

New York Supreme Court Dismisses Securities Act Of 1933 Claims, Holding That Plaintiffs' Allegations Of Misleading Statements Are...

A&O Shearman on

On July 11, 2019, Justice Andrew Borrok of the New York State Supreme Court, County of New York, Commercial Division, dismissed a putative securities class action against a Brazilian based online retailer (the “Company”),...more

A&O Shearman

U.S. Chamber Of Commerce's Institute Of Legal Reform Publishes Report On "Broken Securities Class Action System" And Proposes...

A&O Shearman on

On February 25, 2019, the U.S. Chamber of Commerce’s Institute of Legal Reform (the “ILR”) published a report entitled “Containing the Contagion: Proposals to Reform the Broken Securities Class Action System” (the “Report”)....more

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more

Cooley LLP

Blog: Delaware Chancery invalidates exclusive federal forum provisions

Cooley LLP on

In March 2018, in Cyan Inc. v. Beaver County Employees Retirement Fund, SCOTUS held that state courts continue to have concurrent jurisdiction over class actions alleging only ’33 Act violations by private plaintiffs and that...more

Troutman Pepper

Supreme Court's Cyan Decision Means Open Season for Investor Class Actions After IPOs

Troutman Pepper on

The U.S. Supreme Court issued a unanimous decision on March 20 holding that investors are free to file securities class action lawsuits challenging the veracity of stock registration statements under Section 11 of the...more

Mintz - Securities Litigation Viewpoints

Federal Court Grants Class Certification in the LendingClub Case Over Objections from State Court Plaintiffs, But Denies Federal...

LendingClub is facing two parallel securities litigation cases stemming from alleged false statements it made in connection with its initial public offering (“IPO”). One case is proceeding in the U.S. District Court for the...more

A&O Shearman

U.S. Supreme Court Schedules Oral Argument In Case That Raises Issue Of Whether State Courts Have Jurisdiction Over Securities Act...

A&O Shearman on

The U.S. Supreme Court has scheduled oral argument on November 28, 2017 in Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, a case that is expected to resolve the issue of whether state courts continue to...more

BCLP

High Court to Address Whether State Courts May Hear Federal Securities Claims Regarding IPOs

BCLP on

The Supreme Court yesterday agreed to consider whether the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) precludes state court jurisdiction in actions that solely allege violations under the Securities Act of...more

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