Securities Exchange Act, Rule 10b-5, Securities Litigation

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

A&O Shearman on 8/13/2024

On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

Sheppard Mullin Richter & Hampton LLP on 4/23/2024

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

Jenner & Block on 4/17/2024

On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

Split Tenth Circuit Affirms Dismissal Of Exchange Act Claims Against Aerostructures Manufacturing Company And Its Executives,...

A&O Shearman on 9/12/2023

On August 21, 2023, the United States Court of Appeals for the Tenth Circuit affirmed dismissal of a consolidated putative class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (the...more

New York District Court Denies In Part And Grants In Part Motion To Dismiss Class Action Against Agriculture Company

A&O Shearman on 8/8/2023

On July 21, 2023, Judge Lewis J. Liman of the United States District Court for the Southern District of New York granted in part and denied in part a motion to dismiss a putative securities class action alleging that an...more

District Of Minnesota Dismisses Exchange Act Claims Against Mattress Company With Prejudice, Finding Investors Failed To...

A&O Shearman on 8/7/2023

On July 10, 2023, Chief Judge Patrick J. Schiltz of the United States District Court for the District of Minnesota granted a motion to dismiss a putative securities fraud class action against a mattress and bedding company...more

Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

Goodwin on 6/19/2023

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

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

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

Katten Muchin Rosenman LLP on 12/28/2022

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

Dismissal of Putative Securities Class Action for Bellus Health, Inc.

Goodwin on 10/10/2022

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

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

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/4/2021

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...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

Middle District Of Florida Dismisses Securities Fraud Action Against Foodservice Equipment Company For Failure To Plead Scienter

A&O Shearman on 2/19/2020

On February 6, 2020, Judge James S. Moody, Jr. of the United States District Court for the Middle District of Florida dismissed a putative class action asserting violations of Section 10(b) of the Securities Exchange Act of...more

New York District Court Dismisses Securities Class Action Against Tax Services Provider Alleging Fraudulent Concealment Of CEO's...

A&O Shearman on 1/28/2020

On January 17, 2017, Judge Nicholas G. Garaufis of the United States District Court for the Eastern District of New York dismissed a putative class action asserting claims under Sections 10(b), 14(a), and 20(a) of the...more

Securities Class Action Filings Continue Record Pace

Skadden, Arps, Slate, Meagher & Flom LLP on 1/22/2020

Several securities litigation trends over recent years show no signs of abating in 2020. Federal securities class action filings seem likely to remain at elevated levels. Last year, for the third consecutive year, more than...more

Northern District Of Ohio Dismisses Securities Fraud Action Against REIT Based Upon Lack Of Scienter Of Healthcare...

A&O Shearman on 12/3/2019

On November 22, 2019, Judge Jeffrey J. Helmick of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

District Of Massachusetts Dismisses Exchange Act Claims For Failure To Adequately Allege A Material Misleading Statement Or...

A&O Shearman on 11/19/2019

On November 13, 2019, Judge Leo T. Sorokin of the United States District Court for the District of Massachusetts dismissed a putative securities class action involving claims brought under Sections 10(b) and 20(a) of the...more

District Of Maryland Dismisses Exchange Act Claims For Failure To Adequately Allege Scienter

A&O Shearman on 8/27/2019

On August 19, 2019, Judge Richard Bennett of the United States District Court for the District of Maryland dismissed a putative securities class action involving claims brought under Sections 10(b), 20(a) and 20A of the...more

Fifth Circuit Affirms Dismissal Of Putative Securities Class Action Against Home Furnishings Retailer For Failure To Adequately...

A&O Shearman on 8/27/2019

On August 19, 2019, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal by a Northern District of Texas court of a putative securities class action asserting a Section 10(b) claim under the...more

Central District Of California Sustains Putative Class Action Against Canadian Silver Company And Its Auditor For Failing To...

A&O Shearman on 4/16/2019

On March 25, 2019, Judge Christina A. Snyder of the United States District Court for the Central District of California denied a motion to dismiss a class action filed against a Canadian silver company (the “Company”),...more

Southern District Of New York Dismisses Putative Class Action Against Pharmaceutical Company For Failure To Adequately Allege...

A&O Shearman on 4/9/2019

On March 28, 2019, Judge William H. Pauley of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action asserting claims under the Securities...more

District Court Dismisses Putative Class Action, Holding That Company's Optimistic Guidance Fell Within PSLRA Safe Harbor Provision

A&O Shearman on 3/26/2019

On March 15, 2019, Judge Edward M. Chen of the United States District for the Northern District of California dismissed a putative class action asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act...more

Second Circuit Holds That Issuer’s Alleged Statements Concerning Its Regulatory Compliance Efforts Do Not Constitute Material...

Sheppard Mullin Richter & Hampton LLP on 3/13/2019

n Singh v. Cigna Corp., No. 17-3484-cv, 2019 U.S. App. LEXIS 6637 (2d Cir. Mar. 5, 2019), the United States Court of Appeals for the Second Circuit affirmed the dismissal of a class action complaint that purported to base a...more

Second Circuit Affirms Dismissal Of Putative Securities Class Action, Holding That The Occurrence Of Regulatory Problems Do Not...

A&O Shearman on 3/12/2019

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

Securities Exchange Act › Rule 10b-5 › Securities Litigation

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