News & Analysis as of

Motion to Dismiss Securities Act of 1933

A&O Shearman

Cryptocurrency Platform Seeks Interlocutory Review By The Third Circuit Of Order Permitting Plaintiffs To Plead “Statistical...

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On April 11, 2025, a cryptocurrency platform (the “Company”) moved to certify for interlocutory appeal the September 5, 2024 decision by Judge Brian R. Martinotti of the United States District Court for the District of New...more

A&O Shearman

California Appellate Court Affirms Dismissal Of Putative Class Action Against Electric Vehicle Company Based On Federal Forum...

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On April 23, 2025, the Fourth Appellate District Court of Appeal of the State of California affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against an electric vehicle...more

Allen Matkins

Is Bullock v. Rivian the Nail in the Coffin for California State 1933 Act Claims?

Allen Matkins on

Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more

A&O Shearman

Colorado District Court Dismisses Putative Class Action Against Software Company For Failing To Adequately Allege Scienter Or...

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On April 4, 2025, Judge Gordon P. Gallagher of the United States District Court for the District of Colorado dismissed with prejudice a putative class action asserting claims under the Securities Act of 1933 and the...more

A&O Shearman

Eastern District Of New York Grants In Part And Denies In Part Motion To Dismiss Against Manufacturer Of Security Devices

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On April 11, 2025, Judge Brian M. Cogan of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative class action alleging violations of Sections...more

Allen Matkins

Can Investors Themselves Be Liable For A Failure To Register The Offer And Sale Of Securities?

Allen Matkins on

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements.  Because the statute refers to sellers, it seems unlikely...more

A&O Shearman

Ninth Circuit Confirms That Sections 11 And 12(a)(2) Of The Securities Act Require A Plaintiff To Plead And Prove Purchase Of...

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The United States Court of Appeals for the Ninth Circuit, on remand from the United States Supreme Court, unanimously reversed the district court’s denial of a technology company’s (the “Company”) motion to dismiss claims...more

A&O Shearman

Southern District Of New York Denies Digital Asset Trading Company’s Motion For Judgment On The Pleadings

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On February 7, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings in a putative class action against a cryptocurrency...more

Cooley LLP

On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2)...

Cooley LLP on

On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more

A&O Shearman

Southern District Of New York Grants In Part And Denies In Part Motion To Dismiss Claims In Securities Class Action Against...

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On January 27, 2025, Judge Jesse M. Furman of the United States District Court for the Southern District of New York partially granted a motion to dismiss a putative securities class action asserting claims under Sections...more

Davis Wright Tremaine LLP

Samuels v. Lido DAO: A Potential New Frontier for Liability in the Cryptocurrency Space

A recent order handed down by U.S. District Judge Vince Chhabria of the Northern District of California could be a new source of concern for digital asset entrepreneurs and the venture capital firms that invest in and support...more

A&O Shearman

Eastern District Of New York Grants In Part And Denies In Part Motion To Dismiss Securities Class Action Against Online Clothing...

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On September 25, 2024, Judge Orelia E. Merchant of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative securities class action against an...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss Putative Securities Class Action Against Apparel Company For Failing To...

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On May 10, 2024, Judge Araceli Martínez-Olguín of the United States District Court for the Northern District of California granted a motion to dismiss a putative class action against a global footwear and apparel company...more

Winstead PC

Judge Rules That Terraform’s Crypto Assets are Securities

Winstead PC on

Last year, the Court in SEC v. Terraform Labs suggested, by denying the defendants’ motion to dismiss, that the sale of a digital asset to the public on a secondary market may constitute a security. Now, the Court has...more

Jones Day

New York Appellate Court Holds that PSLRA Discovery Stay Applies in State Actions

Jones Day on

A recent decision by the First Department of the New York Appellate Division held that the Private Securities Litigation Reform Act's automatic stay of discovery applies in state court, but not during the pendency of an...more

Foley & Lardner LLP

A Review of Recent Whistleblower Developments - October 2023

Foley & Lardner LLP on

Eleventh Circuit Adopts “Totality of the Circumstances” Test for Showing Protected Activity Under SOX and Denies Whistleblower Petition for Review - In Ronnie v. Office Depot, LLC, --- F.4th ----, 2023 WL 6210623 (11th Cir....more

Ankura

Understanding the Crypto Ripple Effect

Ankura on

On July 13, 2023, the Court ruled in partial favor of Ripple Labs Inc.’s argument that many of its XRP sales did not violate investor-protection laws. The ruling has sent the crypto world ablaze with speculation on the future...more

Skadden, Arps, Slate, Meagher & Flom LLP

Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative...more

King & Spalding

Wong v. Restoration Robotics: California Appellate Court Upholds Federal Forum Selection Provision for Securities Act Claims

King & Spalding on

On April 28, 2022, the Court of Appeals of California, First District, upheld a corporate charter provision requiring shareholders to file Securities Act of 1933 (“Securities Act”) lawsuits in federal court. This is the...more

Jones Day

SDNY Issues Two Rulings in Closely Watched Enforcement Action Against Ripple Labs

Jones Day on

The SEC's Enforcement Action Against Ripple - In December 2020, the SEC commenced an enforcement action against Ripple and two of its senior executives alleging that the defendants violated Section 5 of the Securities Act of...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

Goodwin

President Biden Issues Sweeping Executive Order on Promoting Competition in the American Economy

Goodwin on

In This Issue. President Joe Biden issued a sweeping executive order aimed at cracking down on anticompetitive practices and reducing consolidation across multiple industry sectors, including financial services; the Federal...more

Goodwin

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court

Goodwin on

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more

Goodwin

Supreme Court To Decide Whether Automatic Discovery Stay Applies To Securities Act Cases In State Court

Goodwin on

The U.S. Supreme Court has agreed to decide whether the automatic discovery stay established by the Private Securities Litigation Reform Act of 1995 applies to cases under the Securities Act of 1933 when they are brought in...more

Goodwin

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

Goodwin on

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

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