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Securities Act of 1933 Securities Exchange Act Scienter

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 -
A&O Shearman

The Ninth Circuit Affirms Dismissal Of Claims Against Hearing Aid Manufacturer Regarding Statements About Insurance Coverage

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On January 10, 2025, the United States Court of Appeals for the Ninth Circuit Court affirmed the dismissal of a putative securities class action brought by a pension plan alleging that a hearing aid manufacturer (the...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

A&O Shearman

Southern District Of New York Dismisses Putative Class Action Against Media Company For Failure To Adequately Allege...

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On February 5, 2024, Judge Valerie Caproni of the United States District Court for the Southern District of New York dismissed with prejudice a putative class action asserting claims under the Securities Act of 1933 against a...more

Allen Matkins

Does The Securities Exchange Act Of 1934 Preclude Actions In State Court Under Corporations Code Section 25401?

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Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security.  It is therefore similar to Rule...more

A&O Shearman

Southern District Of New York Grants Software Company’s Motion To Dismiss In Proposed Investor Class Action

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On June 2, 2023, Judge Denise Cote of the United States District Court for the Southern District of New York granted a motion to dismiss a proposed class action against a software company (the “Company”), alleging violations...more

A&O Shearman

District Of Connecticut, On Remand, Denies Motion To Dismiss Putative Class Action Against Consumer Financial Services Company

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On February 11, 2022, the United States District Court for the District of Connecticut denied a motion to dismiss a putative securities class action asserting claims under the Securities Exchange Act of 1934 (“Exchange Act”)...more

A&O Shearman

District of Utah Dismisses A Putative Class Action Alleging Market Manipulation In Connection With The Issuance Of A Digital...

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On September 28, 2020, Judge Dale A. Kimball of the United States District Court for the District of Utah granted a motion to dismiss a putative securities fraud class action asserting violations of Section 10(b) and 20(a) of...more

Faegre Drinker Biddle & Reath LLP

The SEC’s Efforts Against Public Companies & Corporate Officers Continue

SEC Chairman Jay Clayton has repeatedly touted his focus on “Main Street.” In doing so, he unleashed the Division of Enforcement’s Asset Management specialty unit on the investment advisory industry and finalized and...more

Allen Matkins

Woodbridge Trustee Seeks Relief In California's Corporate Securities Law

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On Monday, the trustee of the Woodbridge Liquidation Trust filed a lawsuit against numerous law firms and lawyers. The trustee's lawsuit relates to the reportedly $1.3 billion Ponzi scheme allegedly orchestrated by Robert H....more

A&O Shearman

Middle District Of Tennessee Pares Claims In Putative Class Action Against Healthcare Company And Its Previous Owner

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On November 19, 2019, Judge William M. Campbell of the United States District Court for the Middle District of Tennessee granted in part and denied in part motions to dismiss a putative class action under the Securities Act...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

Allen Matkins

Court Rules No Scienter Required

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Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud. Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section...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 Discusses Ruling of Summary Judgment on Issue of Scienter

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Bass, Berry & Sims attorney Chris Lazarini discussed a case brought by the SEC against an individual broker accused of violations of Section 17(A) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act...more

A&O Shearman

Southern District Of New York Dismisses Exchange Act Claims Based On Exposure To Puerto Rican Bonds For Failure To Sufficiently...

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On September 5, 2017, Judge Richard M. Berman of the United States District Court for the Southern District of New York dismissed a putative class action against Ambac Financial Group, Inc. (“Ambac”), asserting claims under...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

BakerHostetler

2015 Mid-Year Securities Litigation and Enforcement Highlights

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Welcome to the 2015 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 we...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

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