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Securities Exchange Act of 1934 Fiduciary Duty

Morgan Lewis

Delaware Court of Chancery Agrees with SLC, Dismisses $1 Billion Suit Against Carvana

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In the case of Carvana Co. Stockholders Litigation, the Delaware Court of Chancery followed the special litigation committee’s (SLC’s) recommendation and dismissed a stockholder complaint alleging that the company’s...more

Dechert LLP

SEC Proposes New Regulatory Framework for Use of AI by Broker-Dealers and Investment Advisers

Dechert LLP on

The SEC has proposed new rules designed to regulate potential conflicts of interest associated with broker-dealers’ and investment advisers’ use of certain AI-related technologies in their interactions with investors. The...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Enforces Delaware Forum Selection Clause to Affirm Dismissal of Derivative Claim for Alleged Violation of Section...

In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more

Goodwin

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

Goodwin on

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...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

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

Goodwin on

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

Sheppard Mullin Richter & Hampton LLP

Facebook Defeats Shareholder Suit Challenging Alleged Failures In Its Diversity and Inclusion Practices

In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims...more

Goodwin

Ninth Circuit Holds Loss Causation May Be Predicated on Information Potentially Available Under Freedom of Information Act

Goodwin on

Ninth Circuit Holds Loss Causation May Be Predicated on Information Potentially Available Under Freedom of Information Act; D.C. Circuit Upholds FINRA’s Permanent Ban of Broker Accused of Misconduct After Finding SCOTUS...more

Goodwin

Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To...

Goodwin on

A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more

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