The U.S. District Court for the Southern District of New York recently rejected a proposed settlement of a securities class action involving purchasers of digital tokens due to concerns about whether the lead plaintiff had...more
The Delaware Supreme Court recently affirmed a Court of Chancery ruling granting a Special Litigation Committee’s motion to terminate a shareholder derivative action that had survived a motion to dismiss. The split decision...more
The Court of Appeals for the Second Circuit yesterday reversed the dismissal of a securities class action alleging fraud based on the defendants’ failure to disclose an SEC investigation into the company’s disclosed...more
The Court of Appeals for the Second Circuit yesterday affirmed the dismissal of a securities class action alleging misrepresentations arising from generalized statements about an issuer’s compliance efforts and Code of...more
The Supreme Court ruled today that judicially created principles that toll statutes of limitations for class members in timely filed class actions apply only to subsequently filed individual actions, not to follow-on class...more
6/12/2018
/ Appeals ,
China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Class Members ,
Equitable Tolling ,
FRCP 23 ,
Putative Class Actions ,
Reversal ,
SCOTUS ,
Securities Fraud ,
Statute of Limitations ,
Subsequent Litigation
The Supreme Court ruled today that the 1998 amendments to the federal securities laws did not strip state courts of jurisdiction over class actions alleging violations of only the Securities Act of 1933. The Court further...more
The Second Circuit held recently that putative securities class actions involving transactions in non-U.S.-listed foreign securities require careful scrutiny to determine whether the class members' claims can be litigated on...more
7/10/2017
/ Ascertainable Class ,
Bonds ,
Class Action ,
Comity ,
Commonality ,
Domestic Injury ,
Domestic Securities Transaction ,
Foreign Securities ,
FRCP 23 ,
FRCP 23(b)(3) ,
International Litigation ,
Morrison v National Australia Bank ,
Petrobras ,
Predominance Requirement ,
Putative Class Actions ,
Securities Litigation ,
Split of Authority ,
Standard of Review ,
Unlisted Securites
The U.S. Supreme Court ruled this week that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/28/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The U.S. Supreme Court ruled today that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more
6/27/2017
/ CalPERS v ANZ Securities ,
Class Action ,
Equitable Tolling ,
Pension Funds ,
SCOTUS ,
Section 11 ,
Section 13 ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose
The Amsterdam Court of Appeal denied approval of the €1.204 billion collective settlement of former Fortis (now Ageas) shareholders’ claims unless the parties agree to restructure the allocation of the settlement amount among...more
6/20/2017
/ Ageas ,
Appeals ,
Attorney's Fees ,
Belgium ,
Class Action ,
EU ,
International Litigation ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
Securities Litigation ,
Settlement ,
Shareholders
The U.S. District Court for the Northern District of California held on January 4, 2017 that the federal securities laws apply to U.S. transactions in sponsored, but unlisted, American Depositary Receipts (“ADRs”) for a...more
1/6/2017
/ Automotive Industry ,
Carbon Emissions ,
Class Action ,
Financial Markets ,
Fraud ,
Misrepresentation ,
Morrison v National Australia Bank ,
National Emissions Standards ,
Over The Counter Derivatives (OTC) ,
Securities ,
Stock Exchange ,
Volkswagen
As U.S. law has become less willing to entertain certain types of lawsuits on behalf of worldwide classes of plaintiffs, litigants have looked for other forums that might allow the prosecution – or at least the resolution –...more
10/18/2016
/ BP ,
Class Action ,
Collective Actions ,
Declaratory Judgments ,
Deepwater Horizon ,
EU ,
Investors ,
Litigation Strategies ,
Netherlands ,
Oil & Gas ,
Securities ,
Securities Litigation ,
Settlement ,
Shareholders
The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more
9/28/2016
/ Appeals ,
Class Action ,
Class Certification ,
Class Members ,
Corporate Counsel ,
Expert Witness ,
Foreign Corporations ,
FRCP 23(b)(3) ,
Loss Causation ,
Mergers ,
Popular ,
Putative Class Actions ,
Securities ,
Securities Litigation ,
Shareholders ,
Stocks ,
Superiority Claims
Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more
On July 20, 2016, the U.S. Court of Appeals for the Sixth Circuit recognized the “materialization of the risk” standard as a means of proving loss causation in securities-fraud cases. The court’s decision in Ohio Public...more
Cornerstone Research’s latest annual report discloses that the number and average size of securities class-action settlements increased in 2015 as compared to 2014. Total settlement dollars rose to more than $3 billion –...more
The Second Circuit held yesterday that Item 303 of SEC Regulation S-K requires issuers to disclose only those trends, events, or uncertainties about which the issuer has actual knowledge, rather than those matters about which...more
The Second Circuit has clarified the applicable statutes of repose for securities-fraud and proxy-related claims under §§ 9(f), 14(a), and 18(a) of the Securities Exchange Act. The court’s March 17, 2016 decision in DeKalb...more
Ageas (the former Fortis) and several organizations representing Fortis shareholders announced yesterday a EUR 1.204 billion settlement of shareholder claims under the Dutch Act on Collective Settlement of Mass Claims (the...more
3/15/2016
/ Class Action ,
Corporate Counsel ,
EU ,
International Litigation ,
Jurisdiction ,
Morrison v National Australia Bank ,
Netherlands ,
Opt-Outs ,
SCOTUS ,
Settlement ,
Shareholder Litigation
The United States District Court for the Southern District of New York yesterday certified two classes of investors who had purchased Petrobras securities on U.S. exchanges or in other U.S. transactions. The February 2, 2016...more
The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more
1/25/2016
/ Attorney's Fees ,
Class Action ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Mergers ,
Preliminary Injunctions ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow
Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more
10/28/2015
/ Apparent Authority ,
Board of Directors ,
CEOs ,
Class Action ,
Corporate Counsel ,
Corporate Officers ,
Exceptions ,
Fraud-on-the-Market ,
Professional Misconduct ,
Scienter ,
Securities Fraud ,
Shareholder Litigation
As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more
10/27/2015
/ Board of Directors ,
Bylaws ,
Class Action ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fee-Shifting ,
Forum Selection ,
Mootness ,
Motion to Dismiss ,
Motion To Intervene ,
Shareholder Litigation ,
Voluntary Dismissals
Much ink has been spilled since the Supreme Court’s 2010 decision in Morrison v. National Australia Bank about the federal securities laws’ applicability to foreign transactions in foreign securities. But what happens when...more
9/29/2015
/ Application of Foreign Laws ,
BP ,
Canada ,
Class Action ,
Corporate Counsel ,
Cross-Border Transactions ,
Foreign Nationals ,
Forum Non Conveniens ,
Morrison v National Australia Bank ,
NYSE ,
SCOTUS ,
Securities Litigation
An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more