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Alston & Bird

Supreme Court to Hear Two Important Appeals Regarding the Requirements for Pleading Securities Fraud

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The U.S. Supreme Court has agreed to hear appeals of the Ninth Circuit’s decisions in the Facebook and NVIDIA putative securities class action cases. Our Securities Litigation Group breaks down the potentially far-ranging...more

Keating Muething & Klekamp PLL

New SEC Climate Disclosure Rules – Temporarily Stayed

On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more

Foley Hoag LLP - Energy & Climate Counsel

Federal Court of Appeals Stays SEC Climate Rule

On Friday, March 15, 2024, the United States Court of Appeals for the Fifth Circuit issued an administrative stay on the application of the SEC’s new rules regarding climate-related disclosures for investors, which we covered...more

Foley Hoag LLP - Public Companies & the Law

Fifth Circuit Vacates SEC Buyback Disclosure Rule

On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

Vinson & Elkins LLP

Supreme Court Set to Review Burden of Proving Retaliatory Intent in SOX Whistleblower Suits: Employee or Employer?

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On May 1, 2023, the United States Supreme Court agreed to hear an appeal in Murray v. UBS Securities, LLC.1 There, the United States Court of Appeals for the Second Circuit held that an employee whistleblower suing under the...more

Snell & Wilmer

Board Diversity Initiatives Falter in the Courts but Investor Interest Is Likely to Remain Strong

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Last year, Superior Courts in Los Angeles County invalidated two California statutes requiring specific diversity mandates for California public company boards (Senate Bill 826 “SB 826” and Assembly Bill 979 “AB 979”). The...more

Keating Muething & Klekamp PLL

SEC Sued Over Newly Adopted Share Repurchase Rules

On Friday, May 12, 2023, the U.S. Chamber of Commerce announced that it had filed a lawsuit against the SEC to prevent implementation of the SEC’s new Share Repurchase Disclosure Modernization rules, which KMK has recently...more

Perkins Coie

New York Cannabis Co. Investor Suit Survives Motion To Dismiss

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The District Court for the Western District of New York denied a motion on January 6, 2023, to dismiss claims alleging that a publicly traded company misled investors regarding an investigation by the U.S. Securities and...more

McDermott Will & Emery

Half a Loaf Is Not Enough: Second Circuit Sustains Fraud Claim for Failure to Disclose SEC Investigation

Companies under US Securities and Exchange Commission (SEC) investigation focus on marshaling the facts, defenses and related strategies during the course of the investigation and making presentations to the enforcement...more

McDermott Will & Emery

Second Circuit Sustains Fraud Claim for Not Disclosing SEC Investigation

Companies under US Securities and Exchange Commission (SEC) investigation focus on marshaling the facts, defenses and related strategies during the course of the investigation and making presentations to the enforcement...more

Mintz - Securities & Capital Markets...

California Board Diversity Statute Unconstitutional

On April 1, 2022, the Los Angeles County Superior Court granted summary judgment in favor of the plaintiff in Crest v. Padilla, a case challenging the constitutionality of Section 301.4 of the California Corporations Code, a...more

Sheppard Mullin Richter & Hampton LLP

Los Angeles Superior Court Invalidates California Board Diversity Statute, Rendering It Ripe for Review by the California Court of...

In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more

Goodwin

Second Circuit Affirms Dismissal Of ERISA Claims Challenging The Inclusion Of Company Stock In 401(k) Plan

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The U.S. Court of Appeals for the Second Circuit on Thursday, February 4, affirmed the dismissal of an ERISA class-action lawsuit filed against General Electric Company and its former CEO. The complaint had alleged the...more

Perkins Coie

Ninth Circuit Rejects Securities Fraud Thesis That Did Not “Make a Whole Lot of Sense”

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In its June 10, 2020, opinion in Nguyen v. Endologix, the U.S. Court of Appeals for the Ninth Circuit applied the plausibility standard to a plaintiff’s securities fraud claims and affirmed the district court’s dismissal,...more

Bass, Berry & Sims PLC

Advance Notice Bylaw Provisions Upheld by Delaware Supreme Court

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In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Reinforces Deal Price Minus Synergies as ‘Strong Indicator’ of Fair Value

The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more

King & Spalding

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

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On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Latham & Watkins LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

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Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Jackson Walker

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

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In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Snell & Wilmer

U.S. Supreme Court Expands Scope of SEC’s Anti-Fraud Rule in “Copy-Paste” Case

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On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. Securities and Exchange Commission, Case No. 17-1077 (U.S. Mar. 27, 2019) that broadened the group of persons who could face primary liability for...more

Harris Beach PLLC

Supreme Court Addresses “Cut and Paste” Securities Fraud Case

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Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more

Bracewell LLP

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

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On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

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