Edward Micheletti on Securities Litigation

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

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

4/6/2020 / Aiding and Abetting , Books & Records , Breach of Duty , Bylaws , CEOs , Civil Liability , Collateral Estoppel , Criminal Convictions , DE Supreme Court , Demand Futility , Derivative Suit , Dismissals , Enforcement Actions , Exchange-Traded Products , False Statements , Federal Pleading Requirements , Fiduciary Duty , Initial Public Offering (IPO) , Injunctions , Investment Adviser , Item 303 , Lack of Particularity , Mergers , Misleading Statements , Misrepresentation , Notice Requirements , Price-Fixing , PSLRA , Pyramid Schemes , Registration Statement , RICO , Scienter , Scope of Discovery Requests , Section 11 , Section 220 Request , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Securities Violations , Shareholder Litigation , Shareholder Votes , Summary Judgment

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few...more

3/21/2020 / Acquisitions , Antitrust Provisions , Audits , Board of Directors , Coronavirus/COVID-19 , Corporate Restructuring , Corporate Taxes , Court Closures , Debt-Equity , Energy Projects , Families First Coronavirus Response Act (FFCRA) , IRS , Liquidity , Mergers , Power Infrastructure , Securities Litigation , Shareholder Activism , Shareholder Meetings , Stock Repurchases

Delaware Supreme Court Upholds Validity of Provisions Designating Federal Courts as Exclusive Forum of 1933 Act Claims

On March 18th, the Delaware Supreme Court issued a key decision upholding the validity of corporate charter provisions that designate federal courts as the exclusive forum for the litigation of 1933 Act claims. This opinion...more

3/20/2020 / Class Action , Concurrent Jurisdiction , Cyan Inc v Beaver Cty Emps Ret Fund , DE Supreme Court , Exclusive Forum , Section 11 , Securities Act of 1933 , Securities Litigation

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary...more

11/27/2019 / Appeals , Criminal Convictions , Fiduciary Duty , Investment Company Act of 1940 , Loss Causation , Material Misrepresentation , Materiality , Omissions , Pleading Standards , Scienter , Securities , Securities Exchange Act , Securities Fraud , Securities Litigation , SLUSA

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

6/12/2019 / Acquisitions , Appraisal Rights , Breach of Duty , Fiduciary Duty , Investment Advisers Act of 1940 , Material Misrepresentation , Materiality , Mergers , Omissions , Omnicare , Pleading Standards , Popular , Sarbanes-Oxley , Scienter , Securities , Securities Exchange Act , Securities Litigation , Suspicious Activity Reports (SARs)

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Delaware Court of Chancery Invalidates Forum Selection Provisions Regulating Claims Under the Securities Act of 1933

On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the...more

12/22/2018 / Certificates of Incorporation , Class Action , Concurrent Jurisdiction , Delaware General Corporation Law , Federal v State Law Application , Forum Selection , Investor Protection , Investors , Private Right of Action , Removal , SCOTUS , Securities Act of 1933 , Securities Litigation , Shareholder Rights , SLUSA , State Law Claims , Unenforceable Contract Terms

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

12/7/2018 / Acquisitions , Administrative Law Judge (ALJ) , Aiding and Abetting , Appointments Clause , Breach of Duty , Claim Preclusion , Class Action , Constitutional Challenges , Controlling Stockholders , Damages , Dismissals , Enforcement Actions , Extraterritoriality Rules , Fiduciary Duty , Financial Institutions , General Partnerships , Initial Coin Offering (ICOs) , Investment Funds , Jurisdiction , Lucia v SEC , Material Adverse Effects , Material Misrepresentation , Merger Agreements , Mergers , MFW , Misrepresentation , Pleading Standards , Popular , Proxy Solicitations , PSLRA , Rule 10(b) , Scienter , Section 11 , Securities , Securities Act , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Shareholder Litigation , SLUSA , Squeeze-Out Mergers

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Inside the Courts – An Update From Skadden Securities Litigators - June 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2018 and May 2018. ...more

M&A Litigation Developments: Where Do We Go From Here?

Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more

5/29/2018 / Acquisitions , Appraisal , Breach of Duty , Corporate Counsel , Corwin Doctrine , Damages , DE Supreme Court , Discovery , Injunctions , Mergers , Mootness , Section 220 Request , Securities Litigation , Settlement Negotiations , Shareholders , Trulia

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

3/27/2018 / Acquisitions , Appraisal , Books & Records , Breach of Duty , Business Judgment Rule , Buyouts , CEOs , Claim Preclusion , Class Action , Class Certification , Controlling Stockholders , Core Operations Doctrine , Corwin Doctrine , DE Supreme Court , Delaware General Corporation Law , Dell , Demand Futility , Derivative Suit , Director Compensation , Entire Fairness Standard , Federal Trade Commission (FTC) , Fiduciary Duty , Fraud-on-the-Market , FRCP 9(b) , High-Speed Trading , Loss Causation , Material Misrepresentation , Mergers , Motion to Amend , Petrobras , Pharmaceutical Industry , Pleading Standards , Preponderance of the Evidence , Presumption of Reliance , Proximate Cause , PSLRA , Ratification , Rebuttable Presumptions , Rule 10(b) , Rule 10b-5 , Scienter , Section 220 Request , Securities Exchange Act , Securities Fraud , Securities Litigation , SRO , Stock Drop Litigation

10 Themes for 2018

Tax reform, shifting international dynamics, Trump administration goals and a potentially strong market for transactions all seem likely to impact business activity in 2018. Below are 10 areas to explore in our 10th annual...more

1/23/2018 / #MeToo , Acquisitions , China , Class Action , Climate Change , Corporate Governance , Corporate Social Responsibility , Cybersecurity , Enforcement Actions , EU , Financial Regulatory Reform , Mergers , National Security , Regulatory Reform , Securities Litigation , Tax Reform , Trade Secrets , Trump Administration , UK Brexit

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

5/21/2016 / Acquisitions , Aiding and Abetting , Board of Directors , Books & Records , Buyouts , Controlling Stockholders , DE Supreme Court , Demand Futility , Derivative Suit , Disclosure-Based Settlements , Fiduciary Duty , Financial Adviser , Mergers , Plainly Material Standard , Pleadings , Securities Litigation , Shareholder Demands , Shareholder Litigation , Standard of Review

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

1/21/2016 / Agency Deference , Aiding and Abetting , Board of Directors , Business Judgment Rule , DE Supreme Court , Disclosure-Based Settlements , Entire Fairness Standard , Fiduciary Duty , Financial Adviser , Honest Belief Defense , Personal Liability , Securities Litigation , Stock-for-Stock Merger

Inside the Courts: An Update From Skadden Securities Litigators - November 2015 / Volume 7 / Issue 4

We are pleased to present Inside the Courts (Volume 7, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

11/19/2015 / Auction , Breach of Duty , Class Action , Employee Retirement Income Security Act (ERISA) , Fiduciary Duty , Fraud-on-the-Market , Market Manipulation , Misrepresentation , Pleading Standards , Scienter , Securities Fraud , Securities Litigation , Standing , Statute of Limitations , Statute of Repose , Venue , Whistleblower Protection Policies

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

10/23/2015 / Aiding and Abetting , Appeals , Appraisal Rights , Board of Directors , Breach of Duty , Business Judgment Rule , Bylaws , C-Suite Executives , Controlling Stockholders , COOs , Corporate Governance , Corporate Officers , Damages , DE Supreme Court , Delaware General Corporation Law , Directors , Disclosure-Based Settlements , Dole Food , Due Care , Duty of Loyalty , Entire Fairness Standard , Fee-Shifting , Fiduciary Duty , Forum Selection , Fraud , Joint and Several Liability , Judicial Appointments , Mergers , Multidistrict Litigation , Principal Place of Business , Release Agreements , Remedies , Securities Litigation , Settlement , Shareholder Litigation , Special Committees , Standard of Review , State of Incorporation , Take-Private Transactions , Unfair Dealing

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? While there have been a number of important cases and statutory developments, an often-overlooked and extremely important recent...more

10/22/2015 / Aiding and Abetting , Bylaws , Corporate Governance , DE Supreme Court , Forum Selection , Judicial Appointments , Multidistrict Litigation , Principal Place of Business , Securities Litigation , State of Incorporation

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

"Inside the Courts: Sweeping Changes Proposed to the Federal Rules of Civil Procedure"

Significant amendments to the Federal Rules of Civil Procedure submitted to Congress in April 2015 could change discovery practices in securities litigation before the end of this year. Absent legislation to reject, modify or...more

10/2/2015 / Case Management , Discovery , Duty to Preserve , Electronically Stored Information , Federal Rules of Civil Procedure , FRCP 26(b)(1) , New Legislation , Scope of Discovery Requests , Securities Litigation

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

3/25/2015 / Disclosure , Material Disclosures , Misleading Statements , Omnicare , Pleading Standards , Registration Statement , SCOTUS , Section 11 , Securities Fraud , Securities Litigation , Statement of Opinion

"Inside the Courts: Supreme Court Decides Scope of ‘In Connection With’ Requirement of the Securities Litigation Uniform Standards...

Today, in a 7-2 decision, the United States Supreme Court appeared to narrow the scope of the “in connection with the purchase or sale of a covered security” as used in SLUSA. Justice Breyer delivered the opinion of the Court...more

2/26/2014 / SCOTUS , Securities Fraud , Securities Litigation , SLUSA

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

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