Daily Compliance News: March 28, 2025, The Cave or Go To Trial Edition
ABA Sound Advice: Conducting Civil Rights Audits: Benefits and Best Practices
The Justice Insiders: The Administrative State is Not Your Friend - A Conversation with Professor Richard Epstein
Litigation developments: federal forum provisions
The "Compass Rose" Method for Corporate Witness Interviews
Investment Management and Private Funds Roundtable: TALF 2020 and PPP Update
Securities Litigation and Disclosure Issues
Investment Management Roundtable Discussion – Regulatory and Enforcement Update
Podcast: Non-binding Guidance: SEC Disclosure Issues for Life Sciences Companies
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
Podcast: Credit Funds: What Managers Need to Know and Practical Tips to Avoid Insider Trading Risks
A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more
On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more
In February, I wrote about a proposed offering that involved a racially based share allocation scheme. Last month, it appeared that the offering was stalled at the Securities and Exchange Commission. Recently, the company,...more
Is a report by a short seller followed by a stock decline enough to plead securities fraud? This month, the Fourth Circuit considered this issue. In Defeo v. IonQ, Inc., a group of investors sued IonQ, a developer of quantum...more
Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several...more
The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more
In March 2025, Nasdaq released a comprehensive set of policy recommendations intended to advance capital formation in a paper titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American...more
With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more
On March 27, 2025, Judge John G. Koeltl of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action asserting claims against a software company and...more
Claims relating to statements about artificial intelligence (“AI”) have rapidly become a focal point in securities litigation. Similar to the past surge of “greenwashing” claims tied to climate change disclosures, in 2024 we...more
On Tuesday evening, following two hours of debate and five failed amendments, bipartisan Senate Bill 21 (“SB 21”) passed the Delaware House and was quickly signed by Delaware Governor Matt Meyer. SB 21, which, in part, was a...more
In a decision that resonates with many critics of mootness fees, a U.S. district judge for the Northern District of Illinois ordered counsel for Akorn Inc. shareholders to return $332,500 in attorneys’ fees extracted from a...more
In re Dell Techs. Inc. Class V S’holders Litig., No. 349, 2023 (Del. Aug. 14, 2024) - After an appeal of the second-largest fee award in Delaware history, the Delaware Supreme Court ruled that the Court of Chancery had...more
On March 7, 2025, Judge John P. Cronan of the Southern District of New York granted a motion for judgment on the pleadings in a putative class action asserting claims under Sections 11 and 15 of the Securities Act of 1933...more
Last week, we explored a recent data breach class action and the litigation risk of such lawsuits. Companies need to be aware of litigation risk not only arising from data breaches, but also from shareholder class actions...more
The 2025 PLUS D&O Symposium brought together leading voices in the professional liability space to discuss the evolving risks corporate leaders are facing. I was privileged to moderate the panel on securities litigation, a...more
On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the...more
On February 26, 2025, Judge Michael W. Fitzgerald of the United States District Court for the Central District of California granted a motion to dismiss a putative class action against a producer of plant-based meat...more
On February 26, 2025, Circuit Judge Stephanos Bibas, sitting by designation in the District Court for the District of Delaware, granted a motion for summary judgment in a securities action brought by an investment firm...more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more
For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more
Our Securities Litigation and Securities Groups examine a Delaware bill (SB 21) that would enhance the state’s legal protections for corporations and their directors, officers, and controlling stockholders....more
In this last article in his three-part series, my partner and securities litigator Walker Newell looked at motion to dismiss trends in the Central District of California, which covers Los Angeles and Orange County. The CD...more
A landmark judgment from the Court of Appeal has clarified when representative proceedings may be issued on a bifurcated basis and the application of the regime to securities claims....more