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Material Misstatements Scienter Rule 10b-5

A&O Shearman

Northern District Of California Grants Motion To Dismiss Securities Fraud Claim Against Ridesharing Company

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On January 16, 2025, Judge Trina L. Thompson of the United States District Court for the Northern District of California granted a motion to dismiss a securities action asserting claims under Sections 10(b) and 20(a) of the...more

A&O Shearman

Northern District of California Denies Motion To Dismiss Putative Class Action Based On Financial Services Company’s Alleged...

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On July 29, 2024, Judge Trina L. Thompson of the United States District Court for the Northern District of California denied a motion to dismiss a putative securities class action brought by investors against a financial...more

A&O Shearman

Tenth Circuit Panel Revives Putative Class Action Against Online Education Company

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On August 23, 2022, the United States Court of Appeals for the Tenth Circuit unanimously reversed the dismissal of a putative securities class action against an online education company (the “Company”), alleging violations of...more

A&O Shearman

First Circuit Affirms Dismissal Of Putative Securities Class Action Against Bank For Alleged Failure To Disclose Deteriorating...

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On May 20, 2022, the United States Court of Appeals for the First Circuit affirmed the district court’s dismissal of claims under Section 10(b) of the Securities Exchange Act (the “Exchange Act”) and Rule 10b-5 thereunder...more

Proskauer - Corporate Defense and Disputes

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

A&O Shearman

Northern District Of California Allows Securities Class Action Based On Alleged Price-Fixing To Proceed Against Pharmaceutical...

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On October 29, 2019, Judge Charles R. Breyer of the United States District Court for the Northern District of California denied a motion to dismiss a putative securities class action brought against a pharmaceutical...more

A&O Shearman

Northern District Of Illinois Dismisses Putative Class Action Against In-Flight Internet Provider For Failure To Adequately Allege...

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On October 16, 2019, Judge Jorge L. Alonso of the United States District Court for the Northern District of Illinois Eastern Division dismissed a putative securities class action against an in-flight internet connectivity...more

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District Of Maryland Dismisses Exchange Act Claims For Failure To Adequately Allege Scienter

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On August 19, 2019, Judge Richard Bennett of the United States District Court for the District of Maryland dismissed a putative securities class action involving claims brought under Sections 10(b), 20(a) and 20A of the...more

A&O Shearman

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

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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

Second Circuit Summarily Affirms Dismissal Of Putative Securities Fraud Class Action Against Pharmacy Benefits Manager Company,...

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On May 7, 2019, the United States Court of Appeals for the Second Circuit summarily affirmed the judgment by Judge Edgardo Ramos of the United States District Court for the Southern District of New York granting defendants’...more

A&O Shearman

District of Colorado Dismisses Putative Class Action Against Restaurant Chain For Failure To Adequately Allege Misstatements Or...

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On March 29, 2019, Judge Wiley Y. Daniel of the United States District Court for the District of Colorado dismissed with prejudice a putative securities class action asserting claims under the Securities Exchange Act of 1934...more

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Southern District Of New York Dismisses Putative Class Action Against Pharmaceutical Company For Failure To Adequately Allege...

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On March 28, 2019, Judge William H. Pauley of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action asserting claims under the Securities...more

A&O Shearman

Southern District Of New York Holds Scienter Adequately Alleged In Putative Class Action Against Forex Services Company

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On March 28, 2019, Judge Ronnie Abrams of the United States District Court for the Southern District of New York largely denied a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of...more

A&O Shearman

Southern District Of New York Dismisses Action Against Automobile Logistics Company For Failure To Adequately Allege Misstatements...

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On March 8, 2019, Judge William H. Pauley of the United States District Court for the Southern District of New York granted a motion to dismiss an action asserting claims under Section 10(b) of the Securities Exchange Act of...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Holds That Issuer’s Alleged Statements Concerning Its Regulatory Compliance Efforts Do Not Constitute Material...

n Singh v. Cigna Corp., No. 17-3484-cv, 2019 U.S. App. LEXIS 6637 (2d Cir. Mar. 5, 2019), the United States Court of Appeals for the Second Circuit affirmed the dismissal of a class action complaint that purported to base a...more

A&O Shearman

Second Circuit Affirms Dismissal Of Putative Securities Class Action, Holding That The Occurrence Of Regulatory Problems Do Not...

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On March 5, 2019, the United States Court of Appeals for the Second Circuit affirmed the dismissal of a putative securities class action against Cigna and several of its officers. Minohor Singh v. Cigna Corporation, et al.,...more

Allen Matkins

With Respect To Scienter, The Ninth Circuit Walks By Its Wild Lone

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Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act. That may not come of much a...more

Allen Matkins

Court Finds Section 12(a) Claim Fails For Failure To Plead Scienter?

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I recently covered liability under Sections 11 and 12 of the Securities Act of 1933 in the securities regulation course that I teaching at the University of California, Irvine School of Law. Thus, I was interested to read a...more

A&O Shearman

Northern District Of Illinois Dismisses Securities Class Action For Failure To Adequately Allege Misstatements and Scienter

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On September 30, 2018, Judge Andrea R. Wood of the United States District Court for the Northern District of Illinois dismissed a putative shareholder class action against VASCO Data Security International, Inc. and certain...more

Perkins Coie

Ninth Circuit Establishes Negligence Standard for Section 14(e) Claims in Circuit-Splitting Decision

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Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more

Pillsbury Winthrop Shaw Pittman LLP

Ninth Circuit: Enough to Allege Negligence When Attacking Tender Offer Documents

Varjabedian ruling challenges long-standing precedent of scienter requirement. Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more

A&O Shearman

Northern District Of Texas Dismisses Putative Securities Fraud Class Action Against Pier 1 Imports For Failure To Adequately Plead...

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On August 10, 2017, Judge Sidney A. Fitzwater of the United States District Court for the Northern District of Texas dismissed a putative securities class action brought against Pier 1 Imports, Inc. (“Pier 1”) and its former...more

A&O Shearman

Northern District Of California Partially Dismisses Securities Claims For Failure To Sufficiently Allege Misstatements And Control...

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On June 28, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California ruled, among other things, that allegations of knowledge of “defeat devices” did not equate to knowledge of...more

Pierce Atwood LLP

First Circuit Affirms Tough Standard for Alleging Securities Fraud; Revives One Claim Against Local Drug Maker

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On November 28, 2016, the First Circuit upheld the dismissal of all but one of the class action securities fraud claims against Cambridge, MA drug company, ARIAD Pharmaceuticals, Inc., reaffirming the exacting pleading...more

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