A unanimous Supreme Court today made it more difficult for shareholders to file suits under Section 11 of the Securities Act of 1933 (the Securities Act or the Act). The Court held in Slack Technologies, LLC v. Fiyyaz Pirani...more
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
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
Takeaways -
Despite a decline in securities class action filings in 2021, we saw a spike in SPAC-related lawsuits and continued activity in event-driven suits focused on issues of cybersecurity, the pandemic and...more
On March 18th, the Delaware Supreme Court issued a key decision upholding the validity of corporate charter provisions that designate federal courts as the exclusive forum for the litigation of 1933 Act claims. This opinion...more
In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more
4/20/2019
/ Civil Liability ,
Class Action ,
Failure To Disclose ,
False Statements ,
Lorenzo v SEC ,
Motion to Dismiss ,
Nasdaq ,
Public Offerings ,
Registration Requirement ,
Rule 10(b) ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities Fraud ,
Securities Violations ,
Underwriting
As anticipated, securities class action filings remained high in 2018, with more than 400 filings in federal court, and the number is expected to remain high in 2019. While the total number is slightly less than in 2017, it...more
1/18/2019
/ Asia ,
Class Action ,
Class Certification ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Issuers ,
Janus Capital Group Inc v First Derivative Traders ,
Latin America ,
Lorenzo v SEC ,
Material Misstatements ,
Parallel Proceedings ,
PSLRA ,
Rule 10b-5 ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Statute of Repose ,
Stock Drop Litigation
Today, in a unanimous decision, the U.S. Supreme Court held in Cyan, Inc. et al. v. Beaver County Employees Retirement Fund, et al., No. 15-1439, slip op. at __ (Mar. 20, 2018), that state and federal courts have concurrent...more
3/20/2018
/ Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Jurisdiction ,
PSLRA ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
Split of Authority ,
State Law Claims
The Supreme Court granted the petition for certiorari in Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund, No. 15-1439 (U.S. May 24, 2016) yesterday, setting the stage for the resolution of a long-standing division among federal...more
6/28/2017
/ Certiorari ,
Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
PSLRA ,
Removal ,
SCOTUS ,
Securities Act ,
Securities Act of 1933 ,
Securities Litigation ,
SLUSA ,
Split of Authority
On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more
6/26/2017
/ Disclosure Requirements ,
Dismissals ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investors ,
Materiality ,
Misleading Statements ,
Offering Documents ,
Prospectus ,
Putative Class Actions ,
Reaffirmation ,
Regulation S-K ,
Securities Act of 1933 ,
Securities Litigation
Plaintiffs filed 300 securities class actions in 2016 — a mark much higher than the annual average of 221 from 2011 to 2015 (as reported by NERA Economic Consulting). Indeed, the number of filings in 2016 was the...more
2/1/2017
/ Burden of Proof ,
CalPERS v ANZ Securities ,
Class Action ,
Class Certification ,
Foreign Issuers ,
Fraud-on-the-Market ,
Initial Public Offering (IPO) ,
PSLRA ,
SCOTUS ,
Securities Act of 1933 ,
Securities Fraud ,
Securities Litigation ,
Statute of Limitations ,
Statute of Repose ,
Stock Drop Litigation ,
Tolling ,
Trump Administration