News & Analysis as of

Securities Act of 1933 False Statements

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
BCLP

SEC Roasts Keurig for Claims Regarding Recycling of K-Cup Pods

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On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more

Foley & Lardner LLP

Don’t Buy The Buzzwords: “AI Washing” Gets Its Reckoning

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Since the release of ChatGPT 3.5 in November 2022, public interest in artificial intelligence (AI) has surged in a classic example of a hype cycle. As with past technological breakthroughs, companies may be tempted to...more

Seward & Kissel LLP

SEC Charges Publisher for Manipulation Scheme Targeting Retail Investors

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Who may be interested: Investment Advisers - Quick Take: The SEC filed a complaint in federal court charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated, with securities...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

Holland & Knight LLP

Watts What You Say? SEC Brings a Battery of Charges Against EV Startup Company

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The SEC on Feb. 29, 2024, announced settled charges against Lordstown Motors Corp. (Lordstown) for allegedly misleading investors about sales prospects for the Endurance, Lordstown's flagship pickup truck for the electric...more

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

Freiberger Haber LLP

Enforcement News: SEC Brings Enforcement Action in Connection EB-5 Immigrant Investor Program

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In July of this year, we wrote about a fraud action involving the EB-5 Immigrant Investor Program (“EB-5 Program” or “Program”) (here). Under the EB-5 Program, investors are eligible for permanent residency status in the U.S....more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: June 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

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On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Goodwin

SEC Continues Scrutiny of Municipal Bond Offerings

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​​​​​​​The SEC recently brought fraud charges against Sterlington, Louisiana and its former mayor and separately against Rochester, New York and its former executives and Rochester’s municipal advisors and principals/owners...more

A&O Shearman

Southern District Of New York Pares Claims In Putative Class Action Against Telecommunications Company

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On March 25, 2022, Judge Mary Kay Vyskocil of the Southern District of New York granted in part and denied in part a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of 1934 against...more

Goodwin

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct

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Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct; S.D.N.Y Grants Plaintiffs’ Partial Summary Judgment in Securities Class Action Against Perrigo; SPAC Investors Launch...more

Goodwin

California Federal Court Denies Motion to Dismiss Securities Class Action Arising from Uber’s IPO

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California Federal Court Denies Motion to Dismiss Securities Class Action Arising from Uber’s IPO; S.D.N.Y. Dismisses Ponzi Scheme Action Against HSBC Hong Kong for Lack of Personal Jurisdiction; Delaware Court of Chancery...more

A&O Shearman

New York State Supreme Court Grants In Part Motion To Dismiss Securities Act Claims, Holding That Plaintiffs Did Not Adequately...

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On March 9, 2020, Justice Andrew Borrok of the Supreme Court of the State of New York, New York County, Commercial Division, granted in part a motion to dismiss a putative securities class action asserting claims under...more

Dechert LLP

California Appeals Court Narrows Standing for ETF Retail Investors to Sue for Allegedly False or Misleading Registration...

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In a ruling of potential importance for investment advisers and directors/trustees of registered investment companies, a California appellate court affirmed a lower court ruling on January 23, 2020 in Garth Jensen, et al. v....more

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Enron Broker Not Liable to Employee Stock Option Holders for False or Withheld Information

Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Class Action Against Pipeline Operator For Failure To Adequately Allege Misstatements Or...

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On July 16, 2019, the United States Court of Appeals for the Fifth Circuit affirmed a decision by the United States District Court for the Northern District of Texas that dismissed a putative class action against the oil and...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

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On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

Skadden, Arps, Slate, Meagher & Flom LLP

District Court Applies Lorenzo in Securities Class Action Alleging Fraudulent Scheme

In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more

White & Case LLP

Lorenzo v. SEC: Disseminating false information can create Rule 10b-5 liability even for those who did not "make" the false...

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On March 27, 2019, the Supreme Court issued its opinion in Lorenzo v. SEC, affirming the decision of the United States Court of Appeals for the District of Columbia. The Court held that "dissemination of false or misleading...more

Fenwick & West LLP

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

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In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

Bass, Berry & Sims PLC

Chris Lazarini Provides Insight on Pleading Requirements in Securities Fraud Cases

Bass, Berry & Sims attorney Chris Lazarini provided insight on a case brought by investors alleging a company violated certain securities laws by issuing a false registration statement in conjunction with its IPO. In the...more

A&O Shearman

Supreme Court Hears Argument On "Scheme Liability" Under Section 10(b) And Rule 10b-5

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On December 3, 2018, the Supreme Court heard argument on an appeal in a case where a divided panel of the D.C. Circuit held that a defendant who did not “make” a misstatement within the meaning of Janus Capital Group v. First...more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes Putative Class Action Alleging Violations of Securities Act of 1933

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Bass, Berry & Sims attorney Chris Lazarini analyzed this putative class action brought against Match Group for alleged violations of the Securities Act of 1933 related to the company’s 2015 initial public offering (IPO)....more

Bracewell LLP

Former Municipal Official in the Spotlight as SEC Files Complaint Charging Securities Fraud and DOJ Files Superseding Indictment...

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On November 21, 2017, the U.S. Securities and Exchange Commission (“SEC”) filed a complaint charging Oyster Bay, New York (the “Town”), along with its former Supervisor and Chief Executive Officer, John Venditto, with...more

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