Stock Option Repricing: What Do Tech Companies Need to Know, What Different Forms Do They Take, and How Can Repricing Contribute to a Motivated Workforce?
In a three-ring circus — where the first is the motion to dismiss, the second is class certification, and the third is summary judgment — the Second Circuit Court of Appeals has introduced a new act in the second ring for...more
In a recent decision, the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more
When corporate executives discuss important company news in SEC filings or on stock-analyst conference calls, they know their words will be scrutinized by listeners and the broader market. Misstatements could give rise to...more
In Short - The Situation: The United States Court of Appeals for the Second Circuit recently decertified a class of stockholders who alleged that Goldman Sachs maintained an inflated share price by making...more
On August 10, 2023, the U.S. Court of Appeals for the Second Circuit took an important step in Arkansas Teacher Retirement System v. Goldman Sachs Group toward clarifying the circumstances in which federal class action...more
Amidst all the controversy and legal proceedings involving Elon Musk, one could overlook the fact that he and his company Tesla are on trial now in U.S. District Court for securities fraud. Yet they are: a jury has been...more
The Columbia Law School Center on Corporate Governance recently hosted a conference on M&A and Corporate Governance at which Columbia Law Professors Merritt B. Fox and Joshua Mitts presented a working paper entitled...more
On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information...more
The sun is shining, children are out of school, families are headed off on summer vacations, and the SEC is … bringing enforcement actions against companies for 2020 fraud related to COVID-19 products. One such action was...more
Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more
Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over...more
In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more
Biogen Inc. Wins Some, Loses Some, In Delaware Chancery Court Corporate Records Suit; Southern District of Florida Dismisses Securities Fraud Class Action Against Norwegian Cruise Lines Stemming From Alleged Impacts of...more
More good economic news in the U.S. this week, with first-time jobless claims falling to 613k, a decrease of more than 150,000 from a week earlier and the lowest level of the pandemic. ...more
Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more
On December 11, 2020, the United States Supreme Court granted certiorari in a shareholder securities litigation against Goldman Sachs. On appeal, Goldman argues that federal securities law permits issuer defendants in...more
The Fed is expected to hold rates steady as its June Open Market Committee meeting wraps today. Analysts expect that the better-than-expected May jobs numbers won’t be nearly enough for the central bank to suggest it is close...more
The United States District Court for the District of Massachusetts recently granted a motion to dismiss a putative securities fraud class action in favor of Alnylam Pharmaceuticals, Inc. and several of its executive officers...more
The decision to appeal a regulatory finding is never taken lightly. By the time a regulator has completed its investigation and notified a company of its intention to fine, the company will have invested significant time and...more
Stocks rebounded with the S&P 500 making gains for the second time in three days and 10-year Treasury yields fell below 1%; analyst suggest the market upswing was caused, in part, by the Democratic primary results showing...more
On February 25, 2020, the Tenth Circuit Court of Appeals upheld the dismissal of shareholders’ securities-fraud class action against the Western Union Company (“Western Union”) and several of its current and former executive...more
A stark warning from the Centers for Disease Control that Americans should prepare for a COVID-19 outbreak sent stocks tumbling again on Tuesday, with the S&P 500 closing down 3% (and firmly in the red for the year) by the...more
Volvo’s owner, Li Shufu, is mulling over a move to combine the carmaker with his publicly traded Geely Automobile Holdings—a play that would take Volvo public and “unify the bulk of billionaire Li’s growing stable of...more
Facebook has agreed to pay $550 million to resolve a class-action lawsuit claiming that Zuck & Co.’s use of facial recognition technology violated Illinois’ biometric privacy law. Though the settlement is little more than “a...more
Dean Foods, the largest milk company in the U.S., has filed for bankruptcy protection, a “fresh setback to a U.S. dairy industry struggling against declining U.S. milk consumption and rising competition.” Industry experts...more