John Stigi III on Appeals

New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more

6/4/2025 / Appeals , Business Litigation , Choice-of-Law , Fiduciary Duty , Foreign Corporations , Internal Affairs Doctrine , Jurisdiction , New York , Shareholder Litigation , Shareholders

Ninth Circuit En Banc Reverses Panel Decision and Holds Non-Resident Corporation Providing Web-Based Payment Processing Platform...

In Briskin v. Shopify, Inc., No. 22-15815, 2025 U.S. App. LEXIS 9410 (9th Cir. Apr. 21, 2025), the United States Court of Appeals for the Ninth Circuit, sitting en banc, held that the Canada-based company Shopify, Inc....more

5/2/2025 / Appeals , California , Class Action , Data Collection , E-Commerce , Online Platforms , Payment Systems , Personal Jurisdiction , State Privacy Laws , Websites

Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action

The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more

4/17/2025 / Appeals , Appellate Courts , Loss Causation , Motion to Dismiss , Publicly-Traded Companies , Securities Exchange Act of 1934 , Securities Fraud , Securities Litigation , Shareholder Litigation , Shareholders

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for...

In Max Royal LLC v. Atieva, Inc., No. 23-16049, 2024 U.S. App. LEXIS 19910 (9th Cir. Aug. 8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by...more

8/16/2024 / Acquisitions , Appeals , Class Action , Corporate Governance , Dismissals , Investors , Rule 10(b) , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Violations , Special Purpose Acquisition Companies (SPACs)

In a Case of First Impression, Ninth Circuit Addresses Personal Jurisdiction Issues Involving Non-Resident Corporation Providing a...

In Briskin v. Shopify, Inc., No. 22-15815, 2023 WL 8225346 (9th Cir. Nov. 28, 2023), the United States Court of Appeals for the Ninth Circuit held that the Canada-based company Shopify, Inc. (“Shopify”), which provides a...more

12/6/2023 / Appeals , Appellate Courts , Arbitration , Corporate Counsel , Data Collection , E-Commerce , First Impression , Jurisdiction , Online Payments , Online Platforms , Personal Data , Shopify , Technology Sector

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

11/20/2023 / Appeals , Beneficial Owner , Enforcement Actions , No-Action Letters , Publicly-Traded Companies , Remand , Section 16 , Securities and Exchange Commission (SEC) , Securities Exchange Act of 1934 , Securities Litigation , Shareholders

Ninth Circuit Enforces Delaware Forum Selection Clause to Affirm Dismissal of Derivative Claim for Alleged Violation of Section...

In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more

6/14/2023 / Appeals , Breach of Duty , Delaware , Delaware General Corporation Law , En Banc Review , Fiduciary Duty , Forum Selection , Securities and Exchange Commission (SEC) , Securities Exchange Act of 1934 , Shareholders

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

6/8/2023 / Appeals , Certiorari , Initial Public Offering (IPO) , NYSE , Registration Statement , SCOTUS , Section 11 , Securities Act of 1933 , Slack , Slack Technologies Inc v Pirani

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

9/16/2022 / Appeals , Breach of Duty , California , Corporate Counsel , Corporate Governance , Fiduciary Duty , Reversal , Securities and Exchange Commission (SEC) , Securities Litigation , Shareholders

Second Circuit Declines to Allow SEC Rule 10b-5 Claim for “Scheme Liability” to Proceed Where the Alleged Misconduct Amounted Only...

In SEC v. Rio Tinto PLC, No. 21-2042, 2022 U.S. App. LEXIS 19577 (2d Cir. July 15, 2022) (Jacobs, J.), the United States Court of Appeals for the Second Circuit declined to impose “scheme liability” under subsections (a) and...more

7/22/2022 / Appeals , Audits , Janus Capital Group Inc v First Derivative Traders , Lorenzo v SEC , Omissions , PSLRA , Rule 10b-5 , SCOTUS , Securities and Exchange Commission (SEC)

California Court of Appeal Reaffirms Broad Inspection Rights Accorded to Directors Under Section 1602 of the California...

In Fowler v. Golden Pacific Bancorp, Inc., 2022 Cal. App. LEXIS 548 (Cal. App. June 23, 2022), the California Court of Appeal, Third Appellate District (Krause, J.), reinforced the near absolute right of directors of a...more

7/1/2022 / Appeals , California , Conflicts of Interest , Corporations Code , Fiduciary Duty , Inspection Rights

California Court of Appeal Clarifies that a Derivative Plaintiff Must Demonstrate Both “Contemporaneous” and “Continuous”...

In Sirott v. Superior Court, 2022 Cal. App. LEXIS 389 (Cal. App. May 5, 2022), the First Appellate District of the California Court of Appeal (Humes, J.) analyzed the ownership requirements a plaintiff must satisfy to pursue...more

5/24/2022 / Appeals , Business Ownership , California , Corporate Governance , Derivative Suit , Limited Liability Company (LLC) , Securities Litigation , Special Purpose Acquisition Companies (SPACs) , Special Purpose Vehicles

Los Angeles Superior Court Invalidates California Board Diversity Statute, Rendering It Ripe for Review by the California Court of...

In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more

4/13/2022 / Appeals , Board of Directors , California , Corporate Governance , Corporations Code , Diversity , Diversity and Inclusion Standards (D&I) , Governor Newsom , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Litigation , State and Local Government , State Constitutions , Summary Judgment

California Court of Appeal Addresses Derivative Standing and Failure of Oversight Claims Under Delaware Law

In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more

4/7/2022 / Appeals , Appellate Courts , Board of Directors , California , Controlling Stockholders , Corporate Governance , DE Supreme Court , Delaware , Derivative Tort Claims , Securities Litigation , Standing , State and Local Government

California Court of Appeal Holds that SEC Filings May Be Protected Activities Under Anti-SLAPP Statute

On December 27, 2021, the California Court of Appeal issued two decisions addressing whether claims arising from statements made in filings with the Securities and Exchange Commission (“SEC”) fall within California’s statute...more

1/17/2022 / Anti-SLAPP , Appeals , Cal Code of Civil Procedure , California , Financial Institutions , Form 10-Q , Form 8-K , Securities and Exchange Commission (SEC) , Tort

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

2/4/2020 / Appeals , Asset Tracing , BlackRock , Broker-Dealer , ETFs , Failure To Disclose , Institutional Investors , Investment Company Act of 1940 , Registration Statement , Secondary Markets , Securities Act of 1933 , Securities Exchange Act , Shareholder Litigation , Shareholders , Standing

United States Supreme Court Holds That Knowing Dissemination of False Statements Made by Others Can Constitute Primary “Scheme...

In Lorenzo v. Securities & Exchange Comm., No. 17-1077, 2019 WL 1369839 (U.S. Mar. 27, 2019), the Supreme Court of the United States (Breyer, J.) held that an individual who did not “make” a false or misleading statement...more

4/2/2019 / Appeals , Enforcement Actions , False Statements , Fines , Intent to Defraud , Investment Banks , Lorenzo v SEC , Material Dissemination , Misleading Statements , Reaffirmation , Rule 10b-5 , SCOTUS , Securities and Exchange Commission (SEC) , Securities Violations , Suspensions

California Court of Appeal Enforces Delaware Forum Selection Bylaw

In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more

California Court of Appeal Enforces Delaware Forum Selection Clause Contained in Certificate of Incorporation

In Bushansky v. Soon-Shiong, 2018 Cal. App. LEXIS 493 (Cal. App. May 25, 2018), the California Court of Appeal, Fourth Appellate District, affirmed the dismissal of a shareholder derivative action brought in the Superior...more

6/6/2018 / Appeals , Certificates of Incorporation , Derivative Suit , Dismissals , Exclusive Forum , Forum Non Conveniens , Forum Selection , Personal Jurisdiction , Shareholder Litigation

Second Circuit Limits Reach of SLUSA Preclusion in State Law Variable Annuity Class Action

In O’Donnell v. AXA Equitable Life Insurance Co., No. 17-cv-1085, 2018 WL 1720808 (2d Cir. Apr. 10, 2018), the United States Court of Appeals for the Second Circuit reversed an order dismissing a variable annuity...more

4/17/2018 / Appeals , Breach of Contract , Class Action , Cross Motions , Misrepresentation , Motion to Dismiss , Motion to Remand , Omissions , Reversal , Securities Fraud , Securities Litigation , SLUSA

Second Circuit Affirms Class Certification Holding that Direct Evidence of Price Impact is Not Always Necessary to Demonstrate...

In Waggoner v. Barclays PLC, No. 16-1912 (2d Cir. Nov. 6, 2017), the United States Court of Appeals for the Second Circuit, in a Rule 10b-5 securities fraud action, affirmed the district court’s order granting class...more

11/21/2017 / Alternative Trading System (ATS) , Appeals , Class Certification , Fraud-on-the-Market , High Frequency Trading , Investors , Preponderance of the Evidence , Securities Fraud , Securities Litigation , Securities Traders

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

3/3/2017 / Acquisitions , Appeals , Attorney's Fees , Class Action , Disclosure Settlement , Mergers , Non-Monetary Payments , Remand , Reversal , Settlement , Shareholder Litigation , Standard of Review , Verizon

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Seventh Circuit Criticizes Disclosure-Only M&A Litigation Settlements, Holding That Supplemental Proxy Disclosures Must Address...

In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more

8/15/2016 / Appeals , Attorney's Fees , Corporate Counsel , Corporate Restructuring , Material Misrepresentation , Proxy Statements , Putative Class Actions , Reversal , Shareholder Litigation , Standard of Review , Strike Suits , Supplemental Disclosures , Walgreens

California Court of Appeal Confirms that Corporations Code § 1601 Does Not Require Corporations to Ship Records Maintained Out of...

In Innes v. Diablo Controls, Inc., Case No., A145528, 2016 Cal. App. LEXIS 475 (Cal. App. June 16, 2016), the California Court of Appeal, First District, affirmed that California Corporations Code § 1601, which permits...more

6/29/2016 / Appeals , Books & Records , Corporations Code , Inspection Rights , Principal Place of Business , Shareholder Rights

John Stigi III

Sheppard Mullin Richter & Hampton LLP

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