On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan...more
4/1/2025
/ Board of Directors ,
Corporate Governance ,
Hedge Funds ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
Poison Pill ,
Securities Litigation ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Rights
Key Points -
- In 2024, securities litigation remained consistent with historical averages, with a slight increase in core filings and cases related to COVID-19 and artificial intelligence.
- The U.S. Supreme Court had an...more
2/27/2025
/ Acquisitions ,
Automotive Industry ,
Class Action ,
Class Certification ,
Corporate Counsel ,
Digital Assets ,
Filing Requirements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Mergers ,
Popular ,
Private Securities Litigation Reform Act of 1995 ,
PSLRA ,
Real Estate Market ,
Rule 10b-5 ,
SEC v Jarkesy ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Technology Sector
Key Points -
- During its 2024 term, the U.S. Supreme Court is poised to provide important guidance on the Private Securities Litigation Reform Act’s (PSLRA’s) particularity requirement in NVIDIA Corp. v. E. Ohman J:or...more
12/6/2024
/ Acquisitions ,
Automotive Industry ,
Class Action ,
Cybersecurity ,
Data Privacy ,
Digital Assets ,
E-Commerce ,
Electric Vehicles ,
Energy Sector ,
Financial Institutions ,
Financial Services Industry ,
Healthcare ,
Investment Adviser ,
Life Sciences ,
Mergers ,
NVIDIA ,
Nvidia Corp v E Ohman J or Fonder AB ,
Pharmaceutical Industry ,
PSLRA ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Technology Sector ,
Trading Platforms
Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote -
In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024)
What to...more
10/2/2024
/ Acquisitions ,
Aerospace ,
Bylaws ,
Cannabis Products ,
Class Certification ,
Commercial Litigation ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure ,
FCC ,
Fraud ,
Healthcare ,
Insider Trading ,
Life Sciences ,
Marijuana ,
Mergers ,
Pharmaceutical Industry ,
PSLRA ,
Safe Harbors ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Startups ,
Technology Sector
Spotlight -
Macquarie Ruling Raises the Bar for Securities Fraud Claims -
Key Points -
- On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more
5/23/2024
/ Acquisitions ,
Commercial Litigation ,
Cryptocurrency ,
Entertainment Industry ,
Financial Institutions ,
Healthcare ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Media ,
Mergers ,
Publicly-Traded Companies ,
Real Estate Market ,
Retail Market ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation
On 15 February 2024, Skadden partners Kenneth Burdon, Robert Chaplin, Eben Colby and Greg Norman presented the webinar “Investment Trusts and Activist Funds,” which outlined recent trends in shareholder activism in publicly...more
Securities Class Actions Show No Signs of Slowing in 2024 -
Key Points -
While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class...more
3/5/2024
/ Class Action ,
Corporate Governance ,
Digital Assets ,
Educational Institutions ,
Energy Sector ,
Entertainment Industry ,
Financial Services Industry ,
Healthcare ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Media ,
Publicly-Traded Companies ,
Retailers ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Regulation
In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more
2/21/2024
/ Bitcoin ,
Closed-End Funds ,
Compliance Dates ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Disgorgement ,
Exchange-Traded Products ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Management ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Settlement Agreements ,
Shareholders ,
Stock Repurchases ,
Voting Rights
On December 5, 2023, the U.S. District Court for the Southern District of New York (SDNY) granted summary judgment in favor of a group of plaintiffs led by Saba Capital Management, L.P. in its case challenging a number of...more
The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more
12/5/2023
/ Acquisitions ,
Cannabis-Related Businesses (CRBs) ,
Cryptocurrency ,
Data Security ,
Dismissals ,
Food and Drug Administration (FDA) ,
Healthcare ,
Initial Public Offering (IPO) ,
Intellectual Property Protection ,
Life Sciences ,
Marijuana Related Businesses ,
Mergers ,
Putative Class Actions ,
Regulation S-K ,
Scams ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Token Sales
...SEC Adopts Amendments to Fund Names Rule -
On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more
11/16/2023
/ Anti-Money Laundering ,
Beneficial Owner ,
Broker-Dealer ,
Business Development ,
Compliance ,
Conflicts of Interest ,
Cryptoassets ,
Cybersecurity ,
Deadlines ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Industry Regulatory Authority (FINRA) ,
FinTech ,
Form N-PORT ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Misrepresentation ,
Mobile Devices ,
Mutual Funds ,
New Amendments ,
Policies and Procedures ,
Popular ,
Private Funds ,
Proposed Rules ,
Recordkeeping Requirements ,
Reporting Requirements ,
Risk Alert ,
Schedule 13D ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations ,
Transfer Agents ,
Wall Street
Two Sides of the Same Coin: Analyzing the Recent Ripple and Terraform Decisions -
Key Points -
- In July 2023, Judges Torres and Rakoff in the Southern District of New York issued rulings on whether digital asset sales...more
9/15/2023
/ Acquisitions ,
Enforcement Actions ,
Entertainment Industry ,
Financial Institutions ,
Healthcare ,
Life Sciences ,
Media ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Technology Sector
Closed-End Fund Activism Update -
Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more
8/8/2023
/ Board of Directors ,
Broker-Dealer ,
Closed-End Funds ,
Compliance ,
Corporate Governance ,
Cryptoassets ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Libor ,
Liquidity Risk Management Rule ,
Marketing ,
Regulation Best Interest ,
Regulatory Agenda ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism
Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani -
Key Points -
- Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more
6/1/2023
/ Acquisitions ,
Appeals ,
Biopharmaceutical ,
Class Action ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Cryptocurrency ,
Dismissals ,
Healthcare ,
Initial Public Offering (IPO) ,
Insurance Claims ,
Life Sciences ,
Mergers ,
Misleading Statements ,
Non-Fungible Tokens (NFTs) ,
NYSE ,
Oral Argument ,
Pharmaceutical Industry ,
Popular ,
SCOTUS ,
Section 11 ,
Section 12 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Slack Technologies Inc v Pirani ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Exchange
SEC Rules and Amendments -
Liquidity Rule Amendments: Interval Funds to the Rescue?
On November 2, 2022, the Securities and Exchange Commission (SEC) voted to propose significant amendments to Rule 22e-4 under the...more
4/14/2023
/ Broker-Dealer ,
Comment Period ,
Consumer Financial Protection Bureau (CFPB) ,
Custody Rule ,
Customer Information ,
Cybersecurity ,
Investment Adviser ,
Investment Funds ,
Investment Management ,
Investors ,
Popular ,
Proposed Amendments ,
Proposed Regulation ,
Registered Investment Advisors ,
Risk Management ,
Securities and Exchange Commission (SEC)
Circuits Split Over Whether Targeting Is Necessary for Seller Liability -
Key Points -
- While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
3/16/2023
/ Acquisitions ,
Bitcoin ,
Business Model ,
Cannabis Products ,
Class Action ,
Cryptocurrency ,
Cybersecurity ,
Department of Labor (DOL) ,
Disclosure ,
Dismissals ,
Entertainment Industry ,
Failure To Disclose ,
FinTech ,
Gambling ,
Healthcare ,
Investigations ,
Investors ,
Life Sciences ,
Media ,
Mergers ,
Online Platforms ,
Popular ,
Section 12 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers ,
Social Media ,
Special Purpose Acquisition Companies (SPACs) ,
Telecommunications ,
Unregistered Securities ,
Whistleblower Protection Policies ,
Whistleblowers
In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism and various new and revised SEC rules....more
3/1/2023
/ Activist Investors ,
Advertising ,
Bylaws ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
Executive Compensation ,
Investment ,
Investment Adviser ,
Liquidity Management ,
Open-Ended Fund Companies (OFCs) ,
Outsourcing ,
Popular ,
Proposed Regulation ,
Proposed Rules ,
Proxy Voting ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Cornerstone Research reports that during the first six months of 2022, plaintiffs filed 110 securities class actions, a pace that is generally in line — 2.8% higher — with what we saw in the second half of 2021. Looking...more
12/5/2022
/ Class Action ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Sales Transactions ,
Cybersecurity ,
Enforcement Actions ,
FinTech ,
Futures ,
Healthcare ,
Initial Public Offering (IPO) ,
Life Sciences ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Stock Options
In this issue, we cover regulatory developments impacting the investment management sector, including the Securities and Exchange Commission’s (SEC’s) focus on the annual 15(c) advisory contract approval process for fund...more
Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more
9/12/2022
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Fiduciary Duty ,
Materiality ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA
The investment management industry faces a range of proposed new SEC regulations, including ESG and fund name rules, and the agency is seeking comments that could lead to other new rules. Also, a reminder of approaching...more
On July 27, 2022, Delaware Gov. John Carney signed into law amendments to the Delaware Statutory Trust Act (DSTA). These amendments include the addition of new Subchapter III — Control Beneficial Interest Acquisitions...more
On May 5, 2022, Senate Bill 284 was introduced in the Delaware General Assembly proposing amendments to the Delaware Statutory Trust Act (DSTA).1 These amendments include the addition of new Subchapter III — Control...more
In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism; new SEC proposals; and the impact of Russia sanctions on disclosure obligations and...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more
5/24/2022
/ Acquisitions ,
Coronavirus/COVID-19 ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation