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?
On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations. The charges...more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The permanent suspension of an audit firm and its owner for...more
SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...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
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 old adage — if it sounds too good to be true, then it probably isn’t — still rings true when it comes to MoviePass, which ultimately resulted in a criminal indictment charging two former executives with securities fraud....more
In 2011 and 2012, two Supreme Court cases discussed how the court should calculate damages arising from stock purchase and sale made on the basis of false securities disclosures. In 2021 and 2022, two district courts further...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
An American subsidiary of German insurance firm Allianz has pleaded guilty to securities fraud “for failing to stop [a] scheme” that led to “the implosion of a group of hedge funds two years ago that stuck public pensions,...more
ELON’S MUSK TUMULTUOUS HISTORY WITH THE SEC - Tesla’s colorful CEO, Elon Musk, has a history of feuding with the Securities and Exchange Commission (SEC), and it looks like the fight isn’t over. In 2018, the SEC...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
The SEC recently charged a former employee of a biopharmaceutical company with insider trading in advance of an acquisition but with a unique twist: Trading the securities of a company unrelated to the merger. ...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
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
The Wall Street Journal reports traders on Reddit’s WallStreetBets forum – the same social medium that helped fuel the GameStop short squeeze – have started bidding up cannabis stocks. Mentions on the forum jumping from near...more
On June 10, 2020, the Ninth Circuit, in Vicky Nguyen v. Endologix, Inc., et al., affirmed in a published decision the district court’s dismissal with prejudice of a putative securities fraud class action because plaintiff...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
Recent tumultuous markets seem to have brought with them a continued flurry of stock drop cases, including five that were filed last week alone in New York, New Jersey, and California. The putative class actions, which seek...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
AML Scandals Seem to Inevitably Spawn Investor Lawsuits - As we recently blogged, Westpac, Australia’s second-largest retail bank, has been embroiled in a scandal arising from approximately 23 million alleged breaches of...more