John Stigi III at Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Holds that Federal Securities Laws Preempt California Labor Code's Ban on Forced Patronage at Brokerage Firms

In McDaniel v. Wells Fargo Investments, LLC, Nos. 11-17017, 11-55859, 11-55943, 11-55958, 2013 WL 1405949 (9th Cir. Apr. 9, 2013), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of four class...more

5/10/2013 / Broker-Dealer , Brokers , Coerced Patronage , Insider Trading , Preemption , Securities and Exchange Commission (SEC)

United States Supreme Court Decides Question of Corporate Liability Under Alien Tort Statute On Broader Grounds

In Kiobel v. Royal Dutch Petroleum Co., No. 10-1491, 2013 WL 1628935 (U.S. Apr. 17, 2013), the Supreme Court of the United States addressed the circuit split that arose following the 2010 decision of the United States Court...more

4/26/2013

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

3/28/2013 / Bear Sterns , Brokers , Class Action , Class Certification , Disclosure Requirements , Fiduciary Duty , Fraud , JPMorgan Chase , Shareholders

Second Circuit Reverses Dismissal of Section 11 and 12(a)(2) Claims, Holding that Plaintiff's Allegations Were Sufficient to Plead...

In New Jersey Carpenters Health Fund v. Royal Bank of Scotland Group, PLC, 2013 U.S. App. LEXIS 4317 (2d Cir. Mar. 1, 2013), the United States Court of Appeals for the Second Circuit reversed the dismissal of a claim for...more

3/12/2013 / Mortgages , Pleadings , Securities Act of 1933 , Underwriting

Third Circuit Reinforces Limits to Directors' Exposure for Misconduct by Corporate Employees

In Belmont v. MB Investment Partners, Inc., No. 12-1580, 2013 WL 646344 (3d Cir. Feb. 22, 2013), the United States Court of Appeals for the Third Circuit held that a mere failure by corporate directors to oversee enforcement...more

3/8/2013 / Compliance , Corporate Officers , Hedge Funds , Ponzi Scheme , Securities Exchange Act , Securities Fraud

United States Supreme Court Holds that Class Action Securities Fraud Plaintiffs Need Not Prove the Materiality of the Alleged...

In Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, ___ WL ______ (U.S. Feb. 27, 2013), the United States Supreme Court affirmed the decision of the United States Court of Appeals for the Ninth Circuit...more

3/8/2013 / Amgen Inc. v Connecticut Retirement Plans , Class Action , Class Certification , Fraud-on-the-Market , SCOTUS , Securities and Exchange Commission (SEC) , Securities Fraud

United States Supreme Court Declines to Apply the "Discovery Rule" to Extend the Five-Year Statute of Limitations for SEC Punitive...

In Gabelli v. Securities & Exchange Commission, No. 11-1274, 2013 WL 691002 (U.S. Feb. 27, 2013), the United States Supreme Court, in a unanimous opinion by Chief Justice Roberts, held that the five-year statute of...more

3/7/2013 / Discovery Rule , Fraud , Gabelli v SEC , Investment Advisers Act of 1940 , SCOTUS , Securities and Exchange Commission (SEC) , Statute of Limitations

California Supreme Court Resolves Court of Appeal Split, Holding that Section 2010 of the California Corporations Code --...

In Greb v. Diamond Int’l Corp., 2013 WL 628328 (Cal. Feb. 21, 2013), the California Supreme Court unequivocally and unanimously laid to rest the assertion that dissolved foreign corporations may be sued in California after...more

3/1/2013 / Corporate Dissolution , Foreign Corporations , Greb v Diamond International Corp , Post-Dissolution Suits , Statute of Limitations , Survival Statute

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more

2/15/2013 / Board of Directors , Breach of Contract , Business Judgment Rule , Dairy Farmers , Fiduciary Duty , Marketing , Shareholders' Agreements

Ninth Circuit Applies Securities Litigation Uniform Standards Act to Affirm Dismissal of Section 17200 Class Action Involving...

In Freeman Investments, LP v. Pacific Life Insurance Co., No. 09-55513, 2013 WL 11884 (9th Cir. Jan 2, 2013), the United States Court of Appeals for the Ninth Circuit held that the Securities Litigation Uniform Standards Act...more

2/4/2013 / Breach of Contract , Class Action , Life Insurance , Misrepresentation , Omissions , SLUSA

New York Court of Appeals Holds Upholds Broad Choice of New York Law Provision in Contract Even in Absence of Contacts With New...

In IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A., No. 191, 2012 WL 6571286 (N.Y. Dec. 18, 2012), the Court of Appeals of the State of New York held that a broad choice of law provision in a contract precludes any...more

1/31/2013 / Breach of Contract , Choice-of-Law , Loans , Minimum Contacts , Venue

The Second Circuit Finds No Section 16(b) Violation Where Different Securities of the Same Issuer Are Bought and Sold

In Gibbons v. Malone, No. 11-3620-cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013), the United States Court of Appeals for the Second Circuit held that the “short-swing profits rule” imposed by Section 16(b) of the Securities...more

1/11/2013 / 16(b) , Disgorgement , Nasdaq , Securities and Exchange Commission (SEC) , Short-Swing Trading

Ninth Circuit Applies Heightened Twombly/Iqbal Pleading Standard to Allegations of Tracing in a Section 11 Claim

In In re Century Aluminum Co. Securities Litigation, No. 11-15599, 2013 U.S. App. LEXIS 24 (9th Cir. Jan. 2, 2013), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a claim for violations of...more

1/9/2013 / Prospectus , Section 11 , Securities , Twombly/Iqbal Pleading Standard

Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them

In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se rule against “don’t ask, don’t waive” standstill provisions, but cautioned...more

1/7/2013 / Board of Directors , Don't Ask - Don't Waive , Fiduciary Duty

Delaware Chancery Court Rejects Stockholder's Section 220 Books and Records Demand Based Upon Failure to Demonstrate "Credible...

In Louisiana Municipal Police Employees’ Retirement System v. Lennar Corp., C.A. No. 7314-VCG, 2012 WL 4760881 (Del. Ch. Oct. 5, 2012), the Delaware Court of Chancery, on a motion for summary judgment, rejected a...more

11/14/2012

Delaware Chancery Court Holds That a Stockholder Inadequately Represents a Corporation in Derivative Litigation When He or She...

In South v. Baker, C.A. No. 7294-VCL, 2012 Del. Ch. LEXIS 229 (Del. Ch. Sept. 25, 2012), the Delaware Court of Chancery adopted a rebuttable presumption of inadequate representation when a stockholder asserts a “Caremark...more