The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more
In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more
In Pino v. Cardone Capital, LLC, 2022 U.S. App. LEXIS 35278 (9th Cir. Dec. 21, 2022), the United States Court of Appeals for the Ninth Circuit (Lynn, J.) joined with the Eleventh Circuit in holding that a person may qualify...more
1/4/2023
/ Appeals ,
Crowdfunding ,
Investment ,
Investors ,
Liability ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers ,
Social Media ,
Solicitation
In SEC v. Rio Tinto PLC, No. 21-2042, 2022 U.S. App. LEXIS 19577 (2d Cir. July 15, 2022) (Jacobs, J.), the United States Court of Appeals for the Second Circuit declined to impose “scheme liability” under subsections (a) and...more
In Sirott v. Superior Court, 2022 Cal. App. LEXIS 389 (Cal. App. May 5, 2022), the First Appellate District of the California Court of Appeal (Humes, J.) analyzed the ownership requirements a plaintiff must satisfy to pursue...more
In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more
4/13/2022
/ Appeals ,
Board of Directors ,
California ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
State and Local Government ,
State Constitutions ,
Summary Judgment
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more
4/7/2022
/ Appeals ,
Appellate Courts ,
Board of Directors ,
California ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Derivative Tort Claims ,
Securities Litigation ,
Standing ,
State and Local Government
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more
1/20/2017
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dilution ,
Direct Suit ,
Master Limited Partnerships ,
Mergers ,
Mootness ,
Parent Corporation ,
Partnership Agreements ,
Publicly-Traded Companies ,
Reversal ,
Self-Dealing ,
Shareholders ,
Standing ,
Tortious Interference
Under California Law, a party seeking to defeat the statute of frauds based on promissory estoppel must allege an actual change in position. In Jones v. Wachovia Bank, 230 Cal.App.4th 935 (2014), the California Court of...more
In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior...more