Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.”
Court...more
As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick...more
2/20/2024
/ Banking Sector ,
Biotechnology ,
Class Action ,
Cryptocurrency ,
Derivatives ,
False Statements ,
Infrastructure ,
International Maritime Organization (IMO) ,
Investors ,
Japan ,
Life Sciences ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Philip Morris ,
Private Actors ,
Private Right of Action ,
Regulation S-K ,
Rule 10(b) ,
SCOTUS ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Special Purpose Acquisition Companies (SPACs)
Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause;
Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more
7/24/2023
/ Books & Records ,
Capitalization ,
Class Action ,
Coinbase ,
Cryptocurrency ,
Delaware General Corporation Law ,
Derivative Suit ,
Disney ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Mergers ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Waivers
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we:
Examine the first criminal insider trading prosecution based on a 10b5-1 trading plan;...more
5/15/2023
/ Class Action ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivatives ,
Enforcement ,
Fraud ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Special Purpose Acquisition Companies (SPACs) ,
Trading Plans
In 2022, there were 197 federal securities class actions filed, which is a slight drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. There were...more
2/9/2023
/ Blockchain ,
Certiorari ,
Class Action ,
Cryptocurrency ,
Derivatives ,
Environmental Social & Governance (ESG) ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Settlement ,
Slack ,
Special Purpose Acquisition Companies (SPACs)
In 2022, there were 197 federal securities class actions filed, which is a 6.6% drop from the 211 filings in 2021, and a significant drop from the over 400 filings in 2017, 2018, and 2019, and over 300 in 2020. Despite a...more
2/7/2023
/ Blockchain ,
Certiorari ,
Class Action ,
Cryptocurrency ,
Derivatives ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Litigation Strategies ,
SCOTUS ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Special Purpose Acquisition Companies (SPACs)
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more
11/2/2022
/ Bad Faith ,
Breach of Duty ,
Burden of Proof ,
Delaware ,
Derivatives ,
Disclosure Requirements ,
Due Diligence ,
En Banc Review ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Minority Shareholders ,
Mortgage-Backed Securities ,
Regulation FD ,
Risk Assessment ,
Securities Exchange Act ,
Securities Litigation
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine (1) a California appellate court decision upholding a federal forum selection provision; (2) a newly emerging Circuit split over the...more
Key Takeaways
- Aruba Networks continues the trend toward market-based measures of fair value in statutory appraisal actions and should further limit appraisal arbitrage opportunities.
- In a statutory appraisal action,...more
In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more
2/28/2018
/ Appraisal ,
Appraisal Rights ,
Arms Length Transactions ,
Buyers ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Market Price ,
Mergers ,
Sellers ,
Shareholder Litigation ,
Valuation
In Leidos, Inc. v. Indiana Public Retirement System, No. 16-581, the U.S. Supreme Court will resolve an important circuit split regarding securities fraud liability. Specifically, the Court will determine whether Item 303 of...more
A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a...more