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
On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker...more
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
At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy...more
11/25/2024
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Cybersecurity Framework ,
Data Privacy ,
Data Protection ,
Investment ,
Investors ,
Machine Learning ,
Mergers ,
National Security ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Technology Sector
Cyber threats continue to grow as a result of increased digitization, widespread use of cloud computing, advanced connectivity and artificial intelligence (AI), requiring boards of directors across all sectors to focus more...more
11/22/2024
/ Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Crisis Management ,
Cyber Attacks ,
Cybersecurity ,
Cybersecurity Framework ,
Data Privacy ,
Machine Learning ,
Privacy Laws ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Third-Party
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
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more
On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage.
As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more
On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more
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
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where...more
The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more
4/1/2024
/ Analytics ,
Antitrust Division ,
Artificial Intelligence ,
Board of Directors ,
Climate Change ,
Competition ,
Compliance ,
Corporate Communications ,
Corporate Governance ,
Corporate Social Responsibility ,
Data Management ,
Data Protection ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Employer Liability Issues ,
Employment Litigation ,
Employment Policies ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Hong Kong ,
International Data Transfers ,
Machine Learning ,
Popular ,
Publicly-Traded Companies ,
Race Discrimination ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
State and Local Government ,
State Legislatures ,
Technology Sector
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more
3/29/2024
/ Board of Directors ,
Books & Records ,
Climate Change ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Proposals
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 discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
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
Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical:
- How to preserve the integrity of a deal process where a key fiduciary (say,...more
11/9/2023
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Information Sharing ,
Internal Investigations ,
Investment ,
Investors ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Shareholders ,
Wealth Tax
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
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
Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...more
5/25/2023
/ Acquisitions ,
Artificial Intelligence ,
Banking Sector ,
Board of Directors ,
CEOs ,
China ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Technology Companies ,
Employees ,
Employer Liability Issues ,
EU ,
Executive Orders ,
Export Controls ,
Exports ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Financial Institutions ,
Hiring & Firing ,
Intellectual Property Protection ,
Mergers ,
Non-Compete Agreements ,
Notice Requirements ,
Regulatory Agenda ,
Regulatory Oversight ,
Restrictive Covenants ,
Technology ,
Technology Sector
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
On January 24, 2023, Skadden presented the fourth and final part of our 15th Annual Securities Litigation and Regulatory Enforcement Update series, “Developments and Trends in Delaware Law: A Review of 2022 and What to Expect...more
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
12/22/2022
/ Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Section 220 Request ,
Shareholders ,
Standard of Review