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State Securities Claims

Wiley Rein LLP

No Coverage for SEC Investigation of Insured Company

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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

Proskauer - Whistleblower Defense

CA District Court: Insurance Policy Covering Securities Claims May Extend to SOX Whistleblower Claims

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

King & Spalding

Dismissal of Securities Claims Against Utah Biotech Company Provides Guidance in Securities Cases Involving Food & Drug...

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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

Rivkin Radler LLP

Insurance Update - August 2021

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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

K&L Gates LLP

Channeling Claims: The Importance of Considering (And Updating) Exclusive Forum Provisions Now

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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

Wiley Rein LLP

Delaware Supreme Court Holds that Appraisal Proceeding is not a “Securities Claim”

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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

Fenwick & West LLP

Financial Projections in SPAC Transactions: Mitigating Class Action Litigation Risk

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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

Lowenstein Sandler LLP

Kirschner v. JPMorgan Chase Bank: Case Update

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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

Carlton Fields

Is Your “Securities Claim” Actually Covered Under Your D&O Policy? A Review of In Re Verizon Insurance Coverage Appeals

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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

White and Williams LLP

Delaware Supreme Court Applies Plain Meaning of Insurance Policy Language to Reverse $48 Million Defense Cost Award

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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

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

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 - Policyholder Pulse blog

Delaware Court Adopts Pillsbury Theory that Shareholder Appraisal Actions Are Covered Securities Claims Under D&O Policies

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

Jones Day

Delaware Court Rules Appraisal Action Is A Covered “Securities Claim” Under D&O Policy - The Delaware Superior Court's Solera...

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Charter-Based Forum-Selection Provisions Designed to Govern Claims Under the Securities Act Found Invalid

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

UB Greensfelder LLP

Ohio Supreme Court Clarifies the Definition of “Participating in or Aiding” Securities Fraud

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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 PLC

Chris Lazarini Discusses Challenge to Dischargeability of Claim Against Broker in Bankruptcy

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

Vedder Price

Investment Services Regulatory Update - September 2017

Vedder Price on

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

Mintz - Securities Litigation Viewpoints

Upcoming Supreme Court Cases Worth Noting by Institutional Investors

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

Dechert LLP

SEC Focuses on Initial Coin Offerings: Tokens May Be Securities Under Federal Securities Laws

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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

Baker Donelson

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

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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

Maynard Nexsen

NC Legislative Update - June 2016 #4

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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

Mintz - Securities & Capital Markets...

Massachusetts Supreme Judicial Court Takes Expansive View of Investment Advisor’s Liability Under Blue Sky Law in Hays v. Ellrich

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

Burr & Forman

Texas Two Step: “In Connection With” At The End Of Its Tether?

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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

Akerman LLP

Condominium Hotel Units: On the Benefits of Being a Security

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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

Davis Wright Tremaine LLP

Public Company Alert: “Fraud-on-the-Market” Presumption Adopted in Oregon Securities Case

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

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