Shareholders, Short-Swing Trading

Second Circuit Says that Insiders Are Still ‘Standing’ to Enforce Short-Swing Trading Under Section 16(b) of the Exchange Act

Cohen & Gresser LLP on 7/17/2024

On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

Goodwin on 4/21/2022

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

Settling Section 16(b) Short Swing Claims: Who Gets a Seat at the Table?

Cohen & Gresser LLP on 1/26/2021

In an opinion this month in Revive Investing LLC v. FBC Holdings S.A.R.L., Magistrate Judge Gorenstein of the Southern District of New York recommended the grant of summary judgment to the defendant in a Section 16(b)...more

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

Skadden, Arps, Slate, Meagher & Flom LLP on 11/4/2016

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

Section 16(b) Decision Provides Important Guidance

Katten Muchin Rosenman LLP on 5/28/2015

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

Allen Matkins on 1/8/2013

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more