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PSLRA Corporate Counsel

Cooley LLP

Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’

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A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more

Cooley LLP

Oklahoma Firefighters Pension & Retirement Systems v. Six Flags:Fifth Circuit Opinion Reviving Securities Class Action Creates...

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Introduction - On January 18, 2023, the Fifth Circuit unanimously reversed the Northern District of Texas’s dismissal of a securities class action contending that Six Flags and two of its executives misled investors by...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Foley & Lardner LLP

SEC Proposes New Rules for SPACs: What will the future hold for SPACs?

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On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2021

This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more

Jones Day

SEC Threatens to Slap SPACs

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The use of SPACs has reached unprecedented levels, but recent pronouncements from the SEC may signal heightened enforcement and litigation risk for SPACs, as well as their sponsors, officers and directors, and auditors. The...more

Goodwin

Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence Is...

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Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence is Required for Each Putative Class Member; District Judge Approves Magistrate’s Recommendation to Deny...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Takes Aim at SPACs

March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more

Proskauer - Corporate Defense and Disputes

Shareholders Cannot Sue Corporate Officers for Forward-Looking Projections that Don’t Pan Out, Ninth Circuit Affirms

It is illegal under the Securities Exchange Act to make false or misleading statements to the investing public about material facts. At the same time, corporations and their officers must be able to make statements about the...more

Fenwick & West LLP

Financial Projections in SPAC Transactions: Mitigating Class Action Litigation Risk

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Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to...more

A&O Shearman

Eastern District Of New York Grants Motion To Dismiss Securities Fraud Claims Against Steel Manufacturer Related To Purported...

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On September 14, 2020, Judge Pamela K. Chen of the Eastern District of New York granted in full a motion to dismiss a putative securities class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

Orrick, Herrington & Sutcliffe LLP

Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate...

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under...more

A&O Shearman

Tenth Circuit Affirms Dismissal Of Putative Class Action For Failure To Adequately Allege Scienter

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On February 25, 2020, the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of a putative class action asserting claims under Section 10(b) of the Securities Exchange Act of 1934 against a...more

A&O Shearman

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

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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

Troutman Pepper

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

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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

A&O Shearman

Western District Of Texas Dismisses Securities Fraud Suit Against Whole Foods, Finding Alleged Knowledge Of In-House Counsel Could...

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On August 25, 2017, Judge Lee Yeakel of the United States District Court for the Western District of Texas dismissed with prejudice a putative securities class action against Whole Foods Market, Inc. and certain of its...more

A&O Shearman

In Affirming Dismissal Of Shareholder Suit, The Fifth Circuit Confirms The Bar For Adequately Pleading Scienter

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On April 21, 2017, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a shareholder class action lawsuit against certain officers and directors of ATP Oil & Gas Corporation (“ATP”). Neiman et...more

BakerHostetler

2016 Mid-Year Securities Litigation and Enforcement Highlights

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Welcome to the 2016 Mid-Year Report From the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters...more

Carlton Fields

Cornerstone Report Describes Securities Class Action Litigation Shift Toward West Coast and Smaller Public Companies

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Recently, Cornerstone Research, an economic and financial consultancy, released its mid-year report on federal securities class action filings. Cornerstone reported that 85 of these lawsuits were filed in the first half of...more

Katten Muchin Rosenman LLP

Appropriate Cautionary Language Leads to Dismissal of Investor’s Securities Fraud Suit

A California district court recently dismissed Mellanox Technologies Ltd. investors’ claims that the company made false statements about both its prominence in the interconnect market and its revenue and growth prospects. The...more

Dorsey & Whitney LLP

Halliburton And The Future of Securities Class Actions: Part III

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Yesterday the Supreme Court heard argument in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. The case has the potential to rewrite the rules for how securities class actions are brought. This is the concluding...more

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