The Superior Court of Delaware has held that collateral estoppel bars an insured company from relitigating whether, under a second excess follow-form D&O policy, an SEC letter and order (collectively the “SEC Matter”)...more
A recent California district court addressed the question of whether, for insurance coverage purposes, a SOX whistleblower claim is a “securities claim,” and answered that question in the affirmative. Skye Bioscience v....more
A district court in Utah recently dismissed claims brought against a biotechnology company and its officers under Section 10(b) of the Securities Exchange Act and Rule 10b-5 adopted thereunder. The order in Richfield v....more
Here is what you will find in our August Insurance Update: •Pollution Exclusion Bars Coverage for Criminal Proceeding Over Submission of Fraudulent Coal-Dust Samples, Sixth Circuit Affirms- •Fifth Circuit Finds Insurer...more
In recent years, there has been an ever-increasing number of public and private companies adopting exclusive forum provisions in their charter or bylaws. Having exclusive forum provisions in place can be beneficial for a...more
Reversing the trial court, the Delaware Supreme Court has held that an appraisal proceeding does not constitute a “Securities Claim” under a D&O policy. In re Solera Insurance Coverage Appeals, Nos. 413,2019 and 418,2019...more
Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to...more
In a previous post, we discussed Kirschner v. JPMorgan Chase Bank, an action in which the trustee of bankrupt Millennium Labs brought state law securities fraud claims on behalf of a group of “approximately 400 mutual funds,...more
The question of what constitutes a “securities claim” in the context of public company D&O policies is often debated in insurance coverage disputes, and the answer to this question can have significant effects on the scope of...more
An unbroken sequence of Delaware trial court decisions have reflected strong pro-policyholder leaning in insurance cases in furtherance of the state’s pro-business model. Following the most recent of these pro-policyholder...more
Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more
Pillsbury secured an important victory for its client, Solera Holdings Inc., when Delaware Superior Court Judge Abigail LeGrow held—in a matter of first impression anywhere in the country—that a shareholder appraisal action...more
In a significant ruling for policyholders on an issue of first impression, on July 31, 2019, the Delaware Superior Court determined that shareholder appraisal actions constitute a covered "Securities Claim," as that term is...more
In March 2018, the U.S. Supreme Court, in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S. Ct. 1061 (2018), resolved a jurisprudential split among federal courts and held that certain federal securities claims...more
In a recent landmark decision, the Ohio Supreme Court declared that R.C. 1707.43 does not impose joint and several liability on a custodian of a self-directed individual retirement account (IRA) that purchased illegal...more
Bass, Berry & Sims attorney Chris Lazarini discussed an adversary proceeding brought against a broker by a plaintiff seeking recovery of investment losses. After the plaintiff filed a FINRA arbitration, the broker filed a...more
Market and Product Developments - Securities Industry Implements T+2 Settlement Cycle - On September 5, 2017, the securities industry transitioned to a shorter settlement cycle for most broker-dealer securities...more
The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more
The U.S. Securities and Exchange Commission (SEC) has recently taken several actions to make clear that it is focused on and actively monitoring the rapidly growing market for so-called “token sales” or “initial coin...more
As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more
Last Week - It appears that House and Senate leadership will keep their word on adjourning before the 4th of July, with leadership of the two chambers apparently agreeing to a budget over the weekend. The Senate worked...more
Last week, the Massachusetts Supreme Judicial Court (SJC) handed down Hays v. Ellrich, a decision with important implications for the investor advising community. The case is significant for two reasons. First, even though...more
The familiar “in connection with the purchase or sale” securities-litigation requirement may not be unlimited in its breadth, after all. On February 26, the US Supreme Court pulled up short defendants in litigation by...more
The potential application of federal and state securities laws to the sale of condominiums when coupled with the opportunity to participate in a rental program (sometimes referred to as a "condohotel," "condominium hotel," or...more
With the recent Oregon Supreme Court case State of Oregon v. Marsh & McLennan Companies and Marsh Inc., Oregon is among the first states to recognize the “fraud-on-the-market” theory in securities cases....more