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Securities Exchange Act › Control Person

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
A&O Shearman

Northern District Of California Grants Motion To Dismiss Putative Class Action Against Biotech Company And Executives

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On March 30, 2024, Judge Araceli Martínez-Olguín of the Northern District of California granted a motion to dismiss a putative class action against a biotechnology company that develops and sells skin treatment drugs and...more

A&O Shearman

Northern District Of Georgia Court Dismisses With Prejudice Putative Securities Class Action Against Optical Retailer For Failure...

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On March 30, 2024, Judge Victoria Marie Calvert of the United States District Court for the Northern District of Georgia granted a motion to dismiss a putative securities class action against an optical retail company and...more

A&O Shearman

Southern District Of New York Declines To Dismiss Putative Class Action Against Financial Institution Regarding Alleged...

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On February 23, 2024, Judge Katherine Polk Failla of the United States District Court for the Southern District of New York largely denied a motion to dismiss a putative class action asserting claims under the Securities...more

A&O Shearman

Eastern District Of Pennsylvania Dismisses Purported Securities Fraud Class Action Against IT Services Company For Failure To...

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On February 1, 2024, Judge Gerald J. Pappert of the United States District Court for the Eastern District of Pennsylvania granted a motion to dismiss a putative securities class action against an IT solutions company that...more

Smith Anderson

Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

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In a recent decision,  the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more

A&O Shearman

Fourth Circuit Affirms Dismissal Of Securities Fraud Class Action Against Cancer Drug Manufacturer For Failure To Allege False Or...

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On March 2, 2023, the United States Court of Appeals for the Fourth Circuit affirmed the dismissal of a putative securities class action against a company that manufactures cancer drugs (the “Company”), its president and CEO,...more

A&O Shearman

California District Court Grants Motion To Dismiss Securities Class Action Against Hearing Aid Company, Finding Plaintiffs Failed...

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On February 14, 2023, Judge Charles R. Breyer of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities class action alleging that a hearing aid company (the...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act

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This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more

A&O Shearman

California District Court Grants With Prejudice Motion To Dismiss Securities Fraud Class Action Against Video Game Company,...

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On January 22, 2023, Judge Percy Anderson of the United States District Court for the Central District of California granted a motion to dismiss the third amended class action complaint (“TAC”) in a putative class action...more

A&O Shearman

District Court Of Massachusetts Denies Communications Infrastructure Company’s Motion To Dismiss Finding Plaintiffs Adequately...

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On October 20, 2022, Judge George A. O’Toole, Jr. of the United States District Court for the District of Massachusetts (the “Court”) denied a motion to dismiss a putative securities class action against a business...more

A&O Shearman

Illinois District Court Grants In Part And Denies In Part Insurance Company’s Motion For Summary Judgment In Putative Securities...

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On July 26, 2022, Judge Robert W. Gettleman of the United States District Court for the Northern District of Illinois Eastern Division granted in part and denied in part a motion for summary judgment in a securities fraud...more

A&O Shearman

Northern District Of California Dismisses Without Prejudice Putative Class Action Against Synthetic Biology Company For Failure To...

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On May 31, 2022, Judge Beth Labson Freeman of the Northern District of California dismissed without prejudice a putative class action asserting claims under the Securities Exchange Act against a synthetic biology company and...more

A&O Shearman

Southern District Of New York Pares Claims In Putative Class Action Against Energy Company

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On March 7, 2022, Judge P. Kevin Castel of the Southern District of New York granted in part and denied in part a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of 1934 against a...more

Proskauer - The Capital Commitment

House Passes Proposed Legislation Defining Insider Trading

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Since the Second Circuit’s 2014 decision in United States v. Newman triggered a debate about the personal benefit requirement, several bills have been introduced in Congress to define insider trading. The most recent effort...more

A&O Shearman

Northern District Of California Finds Scienter And Individual Reliance Adequately Pleaded, But Stresses That Issues Respecting...

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On September 7, 2018, Judge Charles Breyer of the United States District Court for the Northern District of California denied a motion to dismiss a second amended putative class action complaint on behalf of Volkswagen...more

Blank Rome LLP

Control Person Liability – Is Pleading and Proof of “Culpable Participation” Required and What Does That Requirement Mean

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Virtually every complaint alleging a violation of the federal securities laws includes, near the end of the pleading, one or more counts alleging “control person” liability. Those counts are typically directed against the...more

Bass, Berry & Sims PLC

Chris Lazarini Comments on Qualifiers of Control Person Liability under Exchange Act §20(a)

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Bass, Berry & Sims attorney Chris Lazarini commented on a case involving alleged violations of federal and state securities laws and state common law in an alleged scheme to defraud customers and investors in several...more

A&O Shearman

Northern District Of California Partially Dismisses Securities Claims For Failure To Sufficiently Allege Misstatements And Control...

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On June 28, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California ruled, among other things, that allegations of knowledge of “defeat devices” did not equate to knowledge of...more

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