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Securities Exchange Act › Section 11

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

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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

A&O Shearman

Southern District Of New York Dismisses With Prejudice Securities Act Claims For Failure To Allege Actionable Misstatement Or...

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On April 25, 2022, U.S. District Judge Jesse M. Furman dismissed a putative securities class action alleging that a fintech company (the “Company”) misrepresented its internal control weaknesses and financial results in its...more

A&O Shearman

Southern District Of Ohio Declines To Dismiss Putative Class Action Against Energy Company Regarding Alleged Bribery Scheme

A&O Shearman on

On March 7, 2022, Judge Algenon L. Marbley of the Southern District of Ohio largely denied a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of 1934 (“Exchange Act”) and the...more

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

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In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

UB Greensfelder LLP

Lessons From the First Dismissal of a COVID-19 Related Securities Class Action Lawsuit

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Despite a general decline in filings of securities class action litigation in 2020, the economic fallout from the coronavirus pandemic has led to an uptick of securities fraud cases alleging failure to disclose risks of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

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This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

A&O Shearman

Northern District Of California Denies In Part Motion To Dismiss Securities Act Claims Against A Medical Technology Company,...

A&O Shearman on

On October 18, 2019, Judge Edward J. Davila of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims under...more

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Enron Broker Not Liable to Employee Stock Option Holders for False or Withheld Information

Sheppard Mullin Richter & Hampton LLP on

Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more

Wilson Sonsini Goodrich & Rosati

2018 Life Sciences Securities Litigation Roundup

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2018 Filings - Companies in the life sciences industry, including biotechnology, medical devices, and pharmaceuticals, have long been favorite targets of securities class actions, and 2018 was no exception. According to a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

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This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

Allen Matkins

Why Be Wary Of Section 11 Liability?

Allen Matkins on

Last Friday's post discussed the possibility of avoiding potential liability under Section 11 of the Securities Act by relying on the Section 3(a)(10) exemption from registration. Eliminating Section 11 liability does not...more

Mintz - Securities Litigation Viewpoints

Ninth Circuit Holds Transactions in Unsponsored ADRs Can Be “Domestic” Under Morrison

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The Toshiba Securities Litigation stems from alleged violations of the Exchange Act, as well as the Financial Instruments and Exchange Act of Japan, against Toshiba Corp., in connection with its alleged accounting fraud and...more

Mintz - Securities Litigation Viewpoints

Federal Court Grants Class Certification in the LendingClub Case Over Objections from State Court Plaintiffs, But Denies Federal...

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LendingClub is facing two parallel securities litigation cases stemming from alleged false statements it made in connection with its initial public offering (“IPO”). One case is proceeding in the U.S. District Court for the...more

Mintz - Securities Litigation Viewpoints

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

Mintz - Securities Litigation Viewpoints on

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

Dechert LLP

Ninth Circuit Extends Omnicare to Section 10(b) Overturning Prior Falsity Standard for Opinion Statements

Dechert LLP on

As popular targets for investor suits, officers and directors of public companies have another tool to defend against securities class actions, and specifically claims relating to the recording of goodwill. On May 5, 2017, in...more

Mintz - Securities Litigation Viewpoints

LendingClub Update: Class Plaintiffs Claim Defendants Are “Arguing Facts” on a Motion to Dismiss

Mintz - Securities Litigation Viewpoints on

We have been keeping up with the In re LendingClub Securities Litigation class action, No. 3:16-cv-02627-WHA in the Northern District of California (“LendingClub”), in regard to Judge William Alsup’s unusual decision to...more

Pierce Atwood LLP

First Circuit Affirms Tough Standard for Alleging Securities Fraud; Revives One Claim Against Local Drug Maker

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On November 28, 2016, the First Circuit upheld the dismissal of all but one of the class action securities fraud claims against Cambridge, MA drug company, ARIAD Pharmaceuticals, Inc., reaffirming the exacting pleading...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

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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

Foley Hoag LLP

Supreme Court Decides Omnicare

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When an Opinion May Be Considered a Statement of Fact - Overview: On March 24, 2015, the Supreme Court issued its ruling in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, resolving a...more

K&L Gates LLP

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

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The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

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