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
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
Key Points -
- A divided Ninth Circuit panel held that a shareholder plaintiff could rely on an expert’s after-the-fact analysis of public information to allege that a company’s public statements were false or misleading...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
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
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 the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the...more
12/19/2022
/ Acquisitions ,
Class Action ,
Corporate Counsel ,
Forum Selection ,
Initial Public Offering (IPO) ,
Investors ,
Mergers ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
12/14/2022
/ Acquisitions ,
Anti-Corruption ,
Antitrust Division ,
Banking Sector ,
Big Tech ,
Board of Directors ,
Bonds ,
Borrowers ,
Capital Markets ,
Capital Raising ,
China ,
Climate Change ,
Convertible Notes ,
Corporate Counsel ,
Corporate Governance ,
Corporate Restructuring ,
Creditors ,
Cross-Border ,
Cryptocurrency ,
Digital Assets ,
Due Diligence ,
Economic Sanctions ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Financial Services Industry ,
Forum Selection ,
Investigations ,
IRS ,
Lenders ,
Mergers ,
Money Laundering ,
Partnerships ,
Publicly-Traded Companies ,
Recessions ,
Repurchases ,
Russia ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Taxation ,
Technology ,
UK ,
Vertical Mergers
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
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
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
In the first test of a state’s board-diversity requirement, a Los Angeles County Superior Court judge has entered summary judgment in favor of the plaintiff in Crest v. Padilla, who challenged the constitutionality of...more
This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more
Takeaways -
The SEC plans to issue new disclosure requirements regarding climate-related risks and opportunities, and the agency’s recent actions suggest we have entered a new era of oversight when it comes to...more
Takeaways -
A bench trial challenging California’s gender mandate for boards on state constitutional grounds is underway, and a similar challenge to the requirement to appoint directors from other underrepresented...more
Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more
6/9/2021
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Fiduciary Duty ,
Pleading Standards ,
PSLRA ,
Putative Class Actions ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020.
Class Certification
- Cryptocurrency – Definition of a Security
- Derivative...more
12/11/2020
/ Breach of Duty ,
Class Action ,
Class Certification ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivative Suit ,
EBITDA ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Whistleblowers
On November 3, 2020, in the second decision addressing the standards for pleading loss causation under the Securities Exchange Act of 1934 in the last month, the Ninth Circuit reversed in part the dismissal of a securities...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
4/6/2020
/ Aiding and Abetting ,
Books & Records ,
Breach of Duty ,
Bylaws ,
CEOs ,
Civil Liability ,
Collateral Estoppel ,
Criminal Convictions ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Exchange-Traded Products ,
False Statements ,
Federal Pleading Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Injunctions ,
Investment Adviser ,
Item 303 ,
Lack of Particularity ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Notice Requirements ,
Price-Fixing ,
PSLRA ,
Pyramid Schemes ,
Registration Statement ,
RICO ,
Scienter ,
Scope of Discovery Requests ,
Section 11 ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Shareholder Votes ,
Summary Judgment
On August 13, 2019, in the first case by a U.S. Court of Appeals to apply the U.S. Supreme Court’s recent decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), the U.S. Court of Appeals for the Tenth Circuit held that the...more
8/16/2019
/ False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions