Securities Exchange Act, Mergers

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

A&O Shearman on 8/13/2024

On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

Smith Anderson on 1/9/2024

In a recent decision, the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 12/5/2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

4th Circuit Case Alleging Misled Shareholders Offers Legal Boost for Merger-Interested Corporations

McGuireWoods LLP on 8/8/2023

The 4th U.S. Circuit Court of Appeals on June 1, 2023, issued a strong defense opinion in Karp v. First Connecticut Bancorp, a case involving allegations under Section 14(a) of the Exchange Act that defendant First...more

The 'New' M&A Broker-Dealer Exemption

Fox Rothschild LLP on 7/5/2023

The bane of every start-up company is the never-ending quest to raise capital for its operations. Newly (and not so new) formed companies seemingly would do anything to raise funds. Over the course of many decades, these...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Southern District Of New York Dismisses Putative Class Action Arising From SPAC Merger, Holding That Plaintiffs Lacked Standing

A&O Shearman on 4/18/2023

On March 31, 2023, Judge Ronnie Abrams of the United States District Court for the Southern District of New York dismissed a putative class action arising out of a SPAC transaction that resulted in a consignment-to-retail...more

Client Alert: M&A Broker Exemption Takes Effect

Neal, Gerber & Eisenberg LLP on 3/31/2023

A new law exempting certain “M&A brokers” from having to register with the SEC took effect on March 29. This will enable many boutique “investment banks” which only engage in transactions with eligible privately held...more

2023 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 3/8/2023

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

New Federal Statutory M&A Broker ‎Exemption to Take Effect March 29th

Locke Lord LLP on 3/7/2023

On March 29, 2023, a new federal statutory exemption for M&A brokers takes effect by the addition of Section 15(b)(13) to the Securities Exchange Act of 1934 (the “Exchange Act”). The new provision exempts certain M&A brokers...more

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on 1/30/2023

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on 1/18/2023

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Second Circuit Affirms Dismissal Of Exchange Act Claims Against Acquired Public Company, Holding That Shareholders Of An M&A...

A&O Shearman on 10/12/2022

On September 30, 2022, a panel of the United States Court of Appeals for the Second Circuit affirmed a decision of the United States District Court for the Southern District of New York dismissing a putative securities fraud...more

First Circuit Affirms Denial Of Motion To Dismiss Securities Fraud Class Action, Finding Plaintiffs Failed To Allege Any...

A&O Shearman on 8/24/2022

On August 18, 2022, a unanimous panel of the United States Court of Appeals for the First Circuit affirmed a decision by the United States District Court for the District of Rhode Island granting a motion to dismiss a...more

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

Skadden, Arps, Slate, Meagher & Flom LLP on 5/24/2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

A&O Shearman on 4/18/2022

On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

Woodruff Sawyer on 3/9/2022

Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

Goodwin on 3/9/2022

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

Federal Court Rejects Request for “Mootness Fee” in Merger Litigation

Snell & Wilmer on 2/23/2022

A federal court in New York recently dealt a blow to the common litigation practice of plaintiff’s counsel requesting a “mootness fee” when challenging disclosures made by public companies in mergers and other large...more

SEC's New Insider "Shadow Trading" Theory Survives Its First Test

Troutman Pepper on 2/2/2022

The Securities and Exchange Commission (SEC) is testing the bounds of insider trading laws (as previously reported here), and it recently survived the first challenge to its newest theory. On January 14, the U.S. District...more

"Shadow Trading" Case Survives Defendant's Motion to Dismiss

Holland & Knight LLP on 1/20/2022

The U.S. District Court for the Northern District of California in SEC v. Panuwat, a case we discussed in a previous blog as having significant repercussions for insider trading enforcement in fiscal year (FY) 2022, just...more

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on 7/27/2021

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

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