Securities Exchange Act, Misleading Statements, False Statements

SEC Charges Publisher for Manipulation Scheme Targeting Retail Investors

Seward & Kissel LLP on 8/6/2024

Who may be interested: Investment Advisers - Quick Take: The SEC filed a complaint in federal court charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated, with securities...more

2023 Securities Litigation Year in Review

Jones Day on 2/28/2024

During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more

Second Circuit Clarifies the Circumstances in Which Presumptions Can Be Used To Support Federal Securities Fraud Class Action...

Mintz - Securities Litigation Viewpoints on 8/23/2023

On August 10, 2023, the U.S. Court of Appeals for the Second Circuit took an important step in Arkansas Teacher Retirement System v. Goldman Sachs Group toward clarifying the circumstances in which federal class action...more

SEC Charges Adviser and its Principal in Illegal Short Selling Scheme

Seward & Kissel LLP on 6/19/2023

Who may be interested: Investment advisers, broker-dealers. Quick Take: The SEC recently filed a lawsuit charging an investment adviser and its managing partner (collectively, the Adviser) with allegedly engaging in a...more

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on 5/26/2023

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Fifth Circuit Holds That Complaint Based On Confidential Informant’s Allegations Sufficiently Alleged Material Misrepresentation...

A&O Shearman on 2/8/2023

On January 18, 2023, the United States Court of Appeals for the Fifth Circuit reversed and remanded the district court’s order dismissing the putative securities class action with prejudice, holding that plaintiff...more

Western District Of New York Holds That Desire To Raise Capital In Specific Offering Can Provide A Basis to Infer Scienter

A&O Shearman on 2/3/2023

On January 6, 2023, Judge John L. Sinatra, Jr. of the United States District Court for the Western District of New York denied a motion to dismiss claims against a cannabis and tobacco engineering company (the “Company”)...more

Distortion to Static: Key First Circuit Opinion Clarifies Limits for Short Sellers

Holland & Knight LLP on 1/17/2023

The U.S. Court of Appeals for the First Circuit on Jan. 3, 2023, ruled against Defendant Gregory "Emmanuel" Lemelson's request for a new trial in SEC v. Lemelson. The opinion and the underlying matter are critical reads for...more

Third Circuit Affirms Dismissal of Complaint, Finding Investors Failed to Sufficiently Allege Amarin’s Statements Were False or...

Goodwin on 7/1/2022

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

Marriott Investor’s Security Fraud Claims Arising from Data Breach Rejected by Fourth Circuit

Smith Anderson on 5/19/2022

The Fourth Circuit dismissed an investor’s lawsuit against a hotel chain that had been subject to a data breach, ruling that the company had not made false or misleading public statements about its protection of customer...more

SEC Obtains Consent Judgments Against Biotechnology Company and CEO for False COVID-19 Product Claims

Goodwin on 5/4/2022

On April 19, 2022, Judge James R. Knepp II of the U.S. District Court for the Northern District of Ohio approved consent judgments against biotechnology firm Rising Biosciences, Inc. and its CEO Arthur Hall for violations of...more

2020 Year In Review Securities Litigation Against Technology Companies

Goodwin on 4/28/2021

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more

Securities Class Action Against Swiss-Based Company Dismissed On Forum Non Conveniens Grounds

Goodwin on 8/25/2020

Securities Class Action Against Swiss-Based Company Dismissed On Forum Non Conveniens Grounds; Second Circuit Finds Strong Inference of “Conscious Recklessness” In Allegations And Reverses Dismissal of Securities Suit Against...more

Eastern District Of New York Denies Motion To Dismiss Putative Class Action Against Subscription-Based Meal Kit Company But...

A&O Shearman on 5/13/2020

On April 22, 2020, Judge William F. Kuntz II, of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative securities fraud class action based on...more

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

Skadden, Arps, Slate, Meagher & Flom LLP on 4/6/2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Issuer And CEO Charged By The SEC With Fraud And Whistleblower Protection Law Violations For Allegedly Impeding Investor...

A&O Shearman on 11/12/2019

On November 4, 2019, the Securities and Exchange Commission (“SEC”) filed an amended complaint against Collectors Café, a Nevada-based company purportedly providing online auctions for collectibles (the “Company”), and its...more

Section 9(a)(4) Versus Section 25400(d)

Allen Matkins on 10/23/2019

The liability provisions of California's Corporate Securities Law of 1968 are largely copied from the liability provisions of the federal securities laws. Among these "borrowed" provisions are Sections 25400/2500 which...more

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

Jones Day on 8/6/2019

We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

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

King & Spalding on 4/5/2019

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

Lorenzo v. SEC: Disseminating false information can create Rule 10b-5 liability even for those who did not "make" the false...

White & Case LLP on 4/4/2019

On March 27, 2019, the Supreme Court issued its opinion in Lorenzo v. SEC, affirming the decision of the United States Court of Appeals for the District of Columbia. The Court held that "dissemination of false or misleading...more

Supreme Court: Intentionally Disseminating a False Statement One Did Not “Make” May Still Violate SEC Rule 10b-5

Pillsbury Winthrop Shaw Pittman LLP on 4/4/2019

In a significant ruling, the U.S. Supreme Court has expanded the potential liability of those involved in disseminating material misrepresentations to potential investors—exposing them to primary liability under SEC Rule...more

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

Latham & Watkins LLP on 4/3/2019

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

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

Jackson Walker on 4/2/2019

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

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

Snell & Wilmer on 4/2/2019

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

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

Bracewell LLP on 4/1/2019

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

Securities Exchange Act › Misleading Statements › False Statements

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