In Craig v. Target Corporation, et al., the District Court for the Middle District of Florida considered whether Target Corporation (Target) committed securities violations by failing to disclose risks related to an ESG and...more
In 2024, biotechnology companies were the second most targeted industry for securities class action litigation, according to the D&O Databox™, Woodruff Sawyer’s proprietary database of securities class action suits. The...more
On March 31, 2025, Judge Arun Subramanian of the United States District Court for the Southern District of New York denied a motion to dismiss a putative securities class action against a cosmetics company (the “Company”),...more
On February 3, 2025, in In re Shanda Games Limited Securities Litigation, a divided panel of the U.S. Court of Appeals for the Second Circuit, allowed a putative investor class to proceed with securities fraud claims under...more
On January 16, 2025, Judge Trina L. Thompson of the United States District Court for the Northern District of California granted a motion to dismiss a securities action asserting claims under Sections 10(b) and 20(a) of the...more
Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more
In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more
On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company...more
On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more
On June 14, 2022, the U.S. Court of Appeals for the Third Circuit affirmed the dismissal of a securities suit brought by investors in pharmaceutical company, Amarin Corporation, PLC, holding that the investors had failed to...more
Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity; California Federal Court Dismisses Shareholder Class Action Against Sorrento Therapeutics Regarding COVID-19 Treatment; Delaware...more
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021. Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
On March 29, 2019, Judge Wiley Y. Daniel of the United States District Court for the District of Colorado dismissed with prejudice a putative securities class action asserting claims under the Securities Exchange Act of 1934...more
2018 Filings - Companies in the life sciences industry, including biotechnology, medical devices, and pharmaceuticals, have long been favorite targets of securities class actions, and 2018 was no exception. According to a...more
On March 5, 2019, the United States Court of Appeals for the Second Circuit affirmed the dismissal of a putative securities class action against Cigna and several of its officers. Minohor Singh v. Cigna Corporation, et al.,...more
Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more
Much of the attention on the U.S. Supreme Court in the 2018-19 term has concerned its composition or its handling of cases involving some of the signature initiatives of President Donald Trump’s administration. Less noticed...more
On January 4, 2019, the United States Supreme Court granted a petition for writ of certiorari concerning whether Section 14(e) of the Securities Exchange Act of 1934 includes an implied private right of action for negligent...more
On September 11, 2018, Judge Barbara M. G. Lynn of the United States District Court for the Northern District of Texas dismissed with prejudice a third amended putative class action complaint against Global Power Equipment...more
On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more
On April 20, 2018, the United States Court of Appeals for the Ninth Circuit held that scienter is not required for securities claims brought under Section 14(e) of the Securities Exchange Act of 1934. Varjabedian v. Emulex...more
On April 20, 2018, Judge William H. Pauley III of the United States District Court for the Southern District of New York dismissed a class action against defendants GFI Group, Inc. (“GFI”) and certain executives of GFI,...more
The Ninth Circuit in Resh v. China Agritech, Inc., No. 15-55432, 2017 WL 2261024 (9th Cir. May 24, 2017), revived the third successive putative shareholder class action against a fertilizer manufacturer after the district...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more