On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., vacating a Second Circuit judgment that had reinstated claims under Section 10(b) of the Securities...more
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled...more
Federal courts closed out 2021 with a flurry of securities decisions in the month of December. In this update, we discuss two decisions involving claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule...more
1/19/2022
/ Coronavirus/COVID-19 ,
Enforcement Actions ,
Infectious Diseases ,
Material Misstatements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Vaccinations
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
12/8/2021
/ Appeals ,
Article III ,
Failure To Disclose ,
Investment ,
Material Misstatements ,
Omissions ,
Pleading Standards ,
Proxy Statements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Standing
On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more
11/2/2021
/ Article III ,
Class Action ,
Direct Listing ,
Investment ,
Misrepresentation ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Slack ,
Standing ,
Unregistered Securities
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as “irrevocable liability”—the point at which...more
While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal...more
5/13/2019
/ China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Cybersecurity ,
Emulex Corp. v Varjabedian ,
Government Investigations ,
Publicly-Traded Companies ,
Regulatory Violations ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
White Collar Crimes
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and...more
1/8/2018
/ Basic v Levinson ,
CalPERS v ANZ Securities ,
Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Digital Realty Trust Inc v Somers ,
Enforcement Actions ,
Indemnification ,
Insider Trading ,
Kokesh v SEC ,
Martoma ,
Omnicare v Laborers District Council ,
Petrobras ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers ,
White Collar Crimes
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia