On February 3, 2022, the U.S. Senate Committee on Banking, Housing, and Urban Affairs (the “Committee”) considered President Biden’s nomination of Sarah Bloom Raskin for Vice Chair for Supervision and a Member of the Board of...more
In anticipation of New York Fashion Week, lawmakers remind us that this season’s haute couture is not the only thing heating up right now. After years of global warming and environmental, social and governance (ESG) topics...more
2/11/2022
/ Climate Action Plan ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fashion Design ,
Fashion Industry ,
Manufacturers ,
New York ,
Proposed Legislation ,
Regulatory Agenda ,
Retailers ,
State Legislatures ,
Supply Chain ,
Sustainability
Introduction -
The asset management industry has been sounding the alarm for some time about the risks and opportunities posed by climate change. While private equity giant, Carlyle, is the most recent financial institution...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
The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the...more
12/2/2021
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
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 October 21, 2021, the Financial Stability Oversight Council (“FSOC”), established in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act to respond to emerging threats to the stability of the U.S....more
10/25/2021
/ Banking Sector ,
Climate Action Plan ,
Climate Change ,
Critical Infrastructure Sectors ,
Dodd-Frank ,
Environmental Justice ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Regulatory Reform ,
FSOC ,
Regulatory Oversight ,
Risk Controls ,
Risk Mitigation ,
Threat Management
As investors’ calls for greater climate-related corporate accountability grow louder, the “E” in ESG—environmental, social and governance—looms larger than ever, particularly from the perspective of directors facing oversight...more
On August 6, 2021, the Securities and Exchange Commission (“SEC”) issued an order approving proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) to adopt listing rules related to board diversity. ...more
8/11/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more
The Third Circuit extended American Pipe tolling to the period before a decision on class-certification, opening a new avenue for potential class members to assert otherwise untimely individual securities claims. The Ninth...more
7/15/2021
/ American Pipe & Construction Co. v. Utah ,
Class Action ,
Class Certification ,
Material Misstatements ,
Omissions ,
Presumption of Reliance ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
Tolling ,
Valeant ,
Volkswagen
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
7/13/2021
/ Board of Directors ,
Business Disputes ,
Contested Elections ,
Corporate Deadlock ,
Corporate Governance ,
Entire Fairness Standard ,
Shareholder Votes ,
Standard of Review ,
Stock Sale Agreements ,
Stockholders' Meetings ,
Voting Rights
On June 21, 2021, the United States Supreme Court issued a decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, vacating a decision of the Second Circuit that affirmed certification of a securities...more
6/30/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On June 3, 2021, in Donelson v. Ameriprise Financial Services, Inc., a panel of the U.S. Court of Appeals for the Eighth Circuit ordered class-action allegations in a putative securities fraud class action stricken on the...more
6/14/2021
/ Ameriprise Financial ,
Arbitration ,
Arbitration Agreements ,
Brokerage Accounts ,
Contract Terms ,
Corporate Counsel ,
Discovery ,
FRCP 12(f) ,
Motion to Compel ,
Motion To Strike ,
Putative Class Actions ,
Securities Fraud ,
Securities Litigation ,
Stock Trades
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
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
On April 23, 2021, in Ford v. TD Ameritrade Holding Corp., a panel of the U.S. Court of Appeals for the Eighth Circuit reversed a district court order certifying a class action alleging that TD Ameritrade committed securities...more
On April 16, 2021, in In re Bibox Group Holdings Ltd. Securities Litigation, Judge Denise Cote of the U.S. District Court for the Southern District of New York dismissed a putative class action alleging registration...more
4/23/2021
/ Blockchain ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Investment Opportunities ,
Putative Class Actions ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Standing ,
Unregistered Securities
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape....more
On March 29, the United States Supreme Court heard oral argument in Goldman Sachs Group, Inc., et al. v. Arkansas Teacher Retirement System, et al., No. 20-222. The closely-watched case raises a host of important issues...more
3/30/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Corporate Counsel ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree...more
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...more
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more