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Securities Act of 1933 › Supreme Court of the United States › Cyan Inc v Beaver Cty Emps Ret Fund

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 -
Proskauer - Corporate Defense and Disputes

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

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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

Seyfarth Shaw LLP

In the Wake of the Pandora’s Box Opened by the Supreme Court’s Cyan Decision, Court to Address Discovery Stay Question in State...

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On July 2, 2021, the US Supreme Court granted the Petition for a Writ of Certiorari filed in Pivotal Software, to address one of the many questions stemming from the Court’s decision in Cyan, which permitted state courts to...more

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court: Delaware Corporations May Adopt Federal-Forum Provisions Requiring That Securities Act Claims Be Brought...

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Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018. But uncertainty lingers as to whether post-IPO public companies can...more

Troutman Pepper

Exclusive Federal Forum Selection Provisions for Securities Act Claims Held to be Valid in Delaware

Troutman Pepper on

On March 18, in Salzberg v. Sciabacucchi, No. 346, 2019, the Delaware Supreme Court held that Delaware corporations may validly adopt forum selection provisions requiring that all claims arising under the federal Securities...more

Vinson & Elkins LLP

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

Vinson & Elkins LLP on

In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

Morrison & Foerster LLP

Sciabacucchi – Delaware Supreme Court Approves Corporate Charter Provisions Requiring Section 11 Claims Be Brought In Federal...

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Over the past several years, companies conducting public offerings have increasingly been subject to parallel shareholder class actions under Section 11 of the Securities Act of 1933 brought in both federal and state courts. ...more

Allen Matkins

The Case Whose Name The Delaware Supreme Court Dare Not Speak

Allen Matkins on

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under...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

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

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In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more

Bass, Berry & Sims PLC

Delaware Chancery Court Closes Off Potential Route Around Cyan

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On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more

White and Williams LLP

Delaware Chancery Court Invalidates Charter Provisions Requiring Federal Forum Selection for Claims Under The Securities Act Of...

White and Williams LLP on

On December 19, 2018, The Delaware Court of Chancery held in Sciabacucchi v. Salzberg that Delaware corporations cannot use charter or bylaw provisions to mandate that claims under the Securities Act of 1933 (‘33 Act) must be...more

Cooley LLP

Blog: Delaware Chancery invalidates exclusive federal forum provisions

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In March 2018, in Cyan Inc. v. Beaver County Employees Retirement Fund, SCOTUS held that state courts continue to have concurrent jurisdiction over class actions alleging only ’33 Act violations by private plaintiffs and that...more

Foley & Lardner LLP

SCOTUS Keeps Door Open for Federal-Law, State-Court Securities Class Actions. Where Does This Leave Katz?

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In Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439 (Mar. 20, 2018), the Supreme Court recently held that certain federal securities-law claims could proceed in state courts—despite the narrowing effect of...more

Butler Snow LLP

Skeptical of Elephants in Mouseholes and Monster Arguments, the Supreme Court Holds Plaintiffs Can Still File 1933 Act Securities...

Butler Snow LLP on

On March 20, 2018, the United States Supreme Court released its unanimous decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S.Ct. 1061 (2018). In Cyan, the Court considered whether plaintiffs can file...more

Moore & Van Allen PLLC

The Doors of State Courthouses Remain Open to Class Action Plaintiffs with Federal Securities Act of 1933 Claims Related to...

Moore & Van Allen PLLC on

In 2017, federal securities class actions were filed at a rapid clip, averaging more than one per day – a level not seen in nearly 20 years according to survey data. It was the third year of growth and a 44% increase over...more

Bass, Berry & Sims PLC

IPOs and Registered Offerings Beware – Supreme Court Decision Risks Increased Lawsuits in State Courts

Bass, Berry & Sims PLC on

On March 20, 2018, a unanimous United States Supreme Court, in Cyan, Inc. v. Beaver Cty. Employees Ret. Fund, No. 15-1439, 2018 WL 1384564, answered two questions concerning investors' ability to pursue alleged violations of...more

Fenwick & West LLP

Supreme Court Rules That Securities Act Class Actions May Proceed in State Court

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The U.S. Supreme Court has ruled that class action plaintiffs can bring claims under the Securities Act of 1933 in either state or federal court. ...more

BakerHostetler

Race to the State Courthouse?: How the Ruling in Cyan Changes Where and How Securities Actions Are Fought

BakerHostetler on

On March 20, 2018, the Supreme Court unanimously ruled in Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, that securities plaintiffs could bring class actions under the Securities Act of 1933 (“Securities...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court in Cyan Upholds State Court Securities Act Class Actions

Kramer Levin Naftalis & Frankel LLP on

In Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, decided on March 20, 2018, the Supreme Court unanimously held that class actions based solely on the Securities Act of 1933 (33 Act) may be brought in...more

Troutman Pepper

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

Troutman Pepper on

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

Jones Day

Supreme Court Rules on State Court Jurisdiction over Securities Act Lawsuits

Jones Day on

In recent years, plaintiffs increasingly have challenged initial public offerings by filing securities class actions in state courts, especially California, due to an unsettled jurisdictional question. In Cyan, Inc. v. Beaver...more

Goodwin

Financial Services Weekly News - March 2018 #4

Goodwin on

Editor's Note - In This Issue. The Federal Financial Institutions Examination Council (FFIEC) provided an update on its Examination Modernization Project; the Consumer Financial Protection Bureau (CFPB) invited comments on...more

Burr & Forman

SCOTUS: Pure ‘33 Act Class Actions Not Removable Under SLUSA

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A unanimous Supreme Court recently held that “covered class actions” over exchange-traded securities are not removable from state courts under SLUSA when they assert only ‘33 Act claims....more

Cooley LLP

Alert: Supreme Court Allows Securities Act Class Actions to Remain in State Court

Cooley LLP on

Last Tuesday, the Supreme Court issued its opinion in Cyan Inc. v. Beaver County Employees Retirement Fund. The opinion by Justice Elena Kagan for a unanimous court answered two questions: Did the Securities Litigation...more

A&O Shearman

U.S. Supreme Court Holds In Cyan That SLUSA Does Not Divest State Courts Of Jurisdiction Over Federal Securities Act Claims And...

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On March 20, 2018, the Supreme Court of the United States, in a unanimous decision delivered by Justice Kagan, ruled that state courts have jurisdiction to adjudicate class actions brought under the Securities Act of 1933...more

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