Securities Exchange Act, Misrepresentation, Securities Act of 1933

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

A&O Shearman on 2/13/2024

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

SEC Sues and Settles Claim Against Investment Adviser Representative For “Cherry-Picking Scheme” After Entry of Cease and Desist...

Goodwin on 9/22/2022

On September 13, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a settlement with investment advisory firm Buckman Advisory Group LLC (“Buckman Advisory”) and its CEO Harry Buckman Jr. to settle...more

SEC Continues Scrutiny of Municipal Bond Offerings

Goodwin on 9/1/2022

The SEC recently brought fraud charges against Sterlington, Louisiana and its former mayor and separately against Rochester, New York and its former executives and Rochester’s municipal advisors and principals/owners...more

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Goodwin on 3/14/2022

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Eleventh Circuit Overturns Dismissal Of Cryptocurrency Ponzi Scheme Class Action Suit

A&O Shearman on 3/2/2022

On February 18, 2022, the United States Court of Appeals for the Eleventh Circuit unanimously reversed a district court’s dismissal of a putative securities class action against online promoters of a new cryptocurrency coin...more

Company Acquired By SPAC Agrees To Pay $125 Million To Settle SEC Probe Months After CEO Was Charged With Fraud

A&O Shearman on 1/11/2022

On December 21, 2021, the Securities and Exchange Commission (SEC) announced that Nikola Corporation—a publicly traded company that develops, manufactures, and sells electric trucks—had agreed to a $125 million settlement...more

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

Goodwin on 9/24/2020

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

Failure to State the “Obvious” Does Not Give Rise to a Securities Violation

Patterson Belknap Webb & Tyler LLP on 4/2/2020

Commercial Division Justice Andrew Borrok recently issued a decision in Lonny Matlick et al. v. AmTrust Financial Services, Inc., addressing the following question: Can an issuer be held liable under the Securities and...more

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

A&O Shearman on 11/26/2019

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

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

A&O Shearman on 6/4/2019

On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

District Of Massachusetts Dismisses Putative Class Action For Lack Of Standing

A&O Shearman on 5/22/2019

On May 16, 2019, Judge F. Dennis Saylor IV of the United States District Court for the District of Massachusetts dismissed a putative class action against the medical device company ReWalk Robotics and certain of its officers...more

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

Fenwick & West LLP on 2/21/2019

In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

Eastern District Of Pennsylvania Denies In Part And Grants In Part Motion To Dismiss Stock Drop Suit, Finding Plaintiffs...

A&O Shearman on 12/18/2018

On December 10, 2018, Judge Timothy J. Savage of the United States District Court for the Eastern District of Pennsylvania denied in large part defendants’ motion to dismiss a putative class action asserting violations of...more

Supreme Court Hears Argument On "Scheme Liability" Under Section 10(b) And Rule 10b-5

A&O Shearman on 12/6/2018

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

Three Notable Developments for Cryptocurrency Firms Portend Future Regulatory Enforcement Actions

Brownstein Hyatt Farber Schreck on 9/17/2018

The price of bitcoin is down nearly 80 percent since January 2018. Many other cryptocurrencies are down with it and investors are bearish about the future of digital assets. Atop such industry concerns, three recent...more

Liability Under the Federal Securities Laws for Media Personalities

Latham & Watkins LLP on 6/29/2018

How statements in both traditional and new media outlets may catch the SEC’s attention. From music moguls and sports icons promoting cryptocurrencies and digital tokens,1 to reality television stars bringing down the price...more

Chris Lazarini Discusses Ruling of Summary Judgment on Issue of Scienter

Bass, Berry & Sims PLC on 6/22/2018

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

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

Mintz - Securities Litigation Viewpoints on 6/22/2017

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Securities Fraud Update: Eleventh Circuit Clarifies Section 17(a) and Rule 10b-5 Analyses

Carlton Fields on 7/14/2016

S.E.C. v. Radius Capital Corp., No. 15-12004, 2016 WL 3542235, ___ F. App’x ___ (11th Cir. June 29, 2016). The Eleventh Circuit last month explained the material similarities and differences between two kinds of...more

SEC Brings Two Financial Fraud Actions

Dorsey & Whitney LLP on 4/20/2016

Financial fraud has long been a staple of SEC enforcement. In the wake of the market crisis the agency has attempted to once again focus on the area creating, for example, a financial fraud task force two years ago. Last...more

SEC Prevails At Trial Over Former Professional Athlete

Dorsey & Whitney LLP on 4/19/2016

Sometimes is does not pay to be the last man standing – particularly in a Commission enforcement action. Such was the fate of former NFL player and Olympic athlete Willie Gault. SEC v. Heart Tronics, Inc., Case No....more

SEC Files Another In A Series of Actions Tied to Secret Commissions

Dorsey & Whitney LLP on 4/13/2016

The Commission brought another in a series of actions centered on ConvergEx Execution Solutions LLC and its affiliates. As with the prior actions, this one centered on secretly adding substantial commissions to transactions...more

Former Texas AG, Computer Company Charged by SEC With Fraud

Dorsey & Whitney LLP on 4/12/2016

A former Texas Attorney General and state representative combined with others at a computer firm to promote the shares of the company which claimed to compete with Dell, Apple and others. About $26 million in stock was sold...more

OMNICARE and its Implications

CMCP - California Minority Counsel Program on 11/4/2015

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

Standing of Petrobras Opt-Out Plaintiffs Challenged

Mintz - Securities Litigation Viewpoints on 10/17/2015

A recent motion to dismiss filed by the defendants in the In re Petrobras Securities Litigation, No. 14-cv-9662 (S.D.N.Y.) consolidated litigation challenges the standing of several institutional opt-out plaintiffs. ...more

Securities Exchange Act › Misrepresentation › Securities Act of 1933

"My best business intelligence, in one easy email…"