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Shareholder Litigation Failure To Disclose

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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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

Dechert LLP

Delaware Court of Chancery Issues First Decision Addressing Directors’ Fiduciary Duties in a De-SPAC Merger

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The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders...more

Goodwin

2020 Year In Review Securities Litigation Against Technology Companies

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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

Sheppard Mullin Richter & Hampton LLP

California State Court Declines to Expand Standing for Claims Under 1933 Act

In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Robins Kaplan LLP

Financial Daily Dose 12.06.2019 | Top Story: Aramco Prices Shares at High-end of Range That Would Value Company at $1.7 trillion

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Saudi Aramco has priced its offering at the high end of its range, setting the company up to raise more than $25 billion and value the company at nearly $1.7 trillion—all part of what promises to make this the world’s biggest...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - September 2019

In this issue, we summarize regulatory, litigation and industry developments from May to September 2019 impacting the investment management sector, including SEC action on standards of conduct for broker-dealers and...more

WilmerHale

Courts Fight Back Against Rising Tide of Federal Disclosure Suits

WilmerHale on

In the past few years, there has been a dramatic rise in the number of M&A disclosure lawsuits filed in federal court. Recently, courts have begun to fight back against this nuisance litigation using different approaches. ...more

Jones Day

Delaware Court of Chancery Finds Breach of Fiduciary Duty in Activist-Induced Sale

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The Situation: A Delaware court recently found that a board breached its fiduciary duties by bowing to activist pressure and engaging in a sale rather than continuing the business as a going concern. The Case: In re PLX...more

Carlton Fields

Yahoo Enters $80 Million Securities Class Action Settlement After Data Breach

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On March 2, Yahoo, Inc. (“Yahoo”) filed a proposed settlement in In re Yahoo Inc. Securities Litigation, which was filed in U.S. District Court in San Francisco. ...more

A&O Shearman

First Circuit Affirms Dismissal Of Putative Securities Fraud Class Action, Finding Defendants' Statements Concerning The Potential...

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On August 22, 2017, the United States Court of Appeals for the First Circuit affirmed an order from the District of Massachusetts, dismissing a putative securities class action that asserted claims under Sections 10(b) and...more

A&O Shearman

Delaware District Court Allows Shareholder Class Action Suit To Proceed

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On March 13, 2017, the United States District Court for the District of Delaware rejected LRR Energy L.P. (“LRR”) and Vanguard Natural Resources, LLC’s (“Vanguard”) motion to dismiss, allowing the putative shareholder class...more

Skadden, Arps, Slate, Meagher & Flom LLP

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy...more

Dorsey & Whitney LLP

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

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On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

Benesch

Ninth Circuit Holds That Securities Class Action Based on Violations of Ethics Code Properly Dismissed

Benesch on

On January 19, 2017, the Ninth Circuit affirmed the dismissal of a shareholder class action lawsuit alleging securities fraud violations, arising out of Hewlett-Packard’s former CEO’s alleged misrepresentations about HP’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

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