News & Analysis as of

Securities Act of 1933 Fiduciary Duty

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 -
ArentFox Schiff

ESG Update: Two Court Decisions Highlight the Importance of the “G” in “ESG”

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ESG stands for “environmental, social, and governance.” Though often overlooked, two recent cases — Spence v. American Airlines and Exxon v. Arjuna Capital, LLC — focus on G’s place in the ESG initialism. Here, we break...more

Morrison & Foerster LLP

Investment Adviser Compliance Index - March 2024

The Investment Advisers Act of 1940 (the “Advisers Act”) is a relatively compact statute, and for many years the Securities and Exchange Commission (SEC) adopted relatively few regulations specifically targeting Advisers Act...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

Hogan Lovells

Q2 2023 Quarterly Corporate / M&A decisions updates

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This quarter we are covering some key court decisions regarding securities and corporate governance issues. The U.S. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

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On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

A&O Shearman

Delaware Court Of Chancery Rejects Motion To Stay SPAC Breach Of Fiduciary Duty Suit Pending Parallel Federal Securities Action

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On March 7, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to stay a putative class action brought by legacy stockholders of DiamondPeak Holding Corp., a special purpose acquisition...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

Skadden, Arps, Slate, Meagher & Flom LLP

Despite Last Year’s Decline in Filings, Securities Litigation Will Likely Pick Up in 2022 Due to Plaintiffs’ Continued Focus on...

Takeaways - Despite a decline in securities class action filings in 2021, we saw a spike in SPAC-related lawsuits and continued activity in event-driven suits focused on issues of cybersecurity, the pandemic and...more

Goodwin

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

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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

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

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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

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q3 2020

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This is our Quarterly Corporate / M&A Decisions Update for decisions in Q3 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

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California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

Fenwick & West LLP

California Judge Rules That Federal Forum Provisions May Be Permitted

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In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the...more

White & Case LLP

Leveraged Loan Update: Millennium Court Decision Confirms Syndicated Loans Are (Still) Not Securities

White & Case LLP on

The Bottom Line: On May 22, 2020, the United States District Court for the Southern District of New York concluded that broadly syndicated term loans are not "securities". This decision is highly significant to the US...more

Dechert LLP

Some Good News for the Loan Industry—Loans Are Not Securities

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Although the loan industry has long looked at loans as being obligations that arise in a commercial lending relationship, which are therefore not securities under Federal and state securities laws, the law supporting this...more

Faegre Drinker Biddle & Reath LLP

Delaware Supreme Court Upholds Federal Forum Selection Provisions Requiring Securities Claims Be Brought in Federal Court

In its highly anticipated decision in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court confirmed the facial validity of a provision contained in certificates of incorporation of many...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - July 2019

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REGULATORY UPDATES - Investors Continue to Press Regulators for Disclosure of Environmental, Social, and Governance (“ESG”) Risks...more

A&O Shearman

Seventh Circuit Affirms Dismissal Of Putative Securities Class Action, Holding SLUSA's "Covered Class Action" Definition Includes...

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On January 24, 2019, the United States Court of Appeals for the Seventh Circuit affirmed the dismissal of a putative securities class action against several investment advisory and financial services firms for allegedly...more

Morris James LLP

Court of Chancery Invalidates Federal Court Forum-Selection Provision for Securities Cases

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Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) - Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more

Bass, Berry & Sims PLC

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

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Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - November 2014 | Volume 6 | Issue 4

In This Issue: CLASS CERTIFICATION: Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co., No. 09-cv-3701 (JPO) (S.D.N.Y. Sept. 30, 2014) Discovery: ..Freedman v. Weatherford Int’l Ltd., No. 12...more

Morrison & Foerster LLP - Structured Products

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

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