SEC Settles First-Of-Its-Kind $13m DeFi Tech Action; NASDAQ Board Diversity Rules Challenged in Fifth Circuit; Delaware Court of Chancery Declines to Enforce Contractual Limitations on Liability to Bar Contractual Fraud...more
8/26/2021
/ Aiding and Abetting ,
Blockchain ,
Board of Directors ,
Civil Conspiracy ,
Constitutional Challenges ,
Contract Disputes ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Diversity ,
Enforcement Actions ,
Fifth Amendment ,
Fraudulent Inducement ,
Investment Companies ,
Investors ,
Misrepresentation ,
Nasdaq ,
Petition for Review ,
Popular ,
Publicly-Traded Companies ,
Purchase Agreement ,
Representations and Warranties ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations ,
Settlement ,
Smart Contracts ,
Token Sales ,
Unjust Enrichment ,
Unregistered Securities
Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more
8/17/2021
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Demand Futility ,
Derivative Suit ,
Discovery ,
Dismissals ,
False Statements ,
Fiduciary Duty ,
Investors ,
Jury Verdicts ,
McDonalds ,
Misleading Statements ,
Motion to Amend ,
PSLRA ,
Putative Class Actions ,
Race Discrimination ,
Remand ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Sexual Harassment ,
Shareholder Litigation ,
Shareholders ,
Unjust Enrichment
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
7/29/2021
/ Appeals ,
Automatic Stay ,
Board of Directors ,
Breach of Duty ,
Certiorari ,
Class Certification ,
Coronavirus/COVID-19 ,
DE Supreme Court ,
Derivative Suit ,
Discovery ,
Dismissal With Prejudice ,
Federal Rules of Civil Procedure ,
Fiduciary Duty ,
Investors ,
Misleading Statements ,
Misrepresentation ,
Motion to Dismiss ,
Popular ,
Private Securities Litigation Reform Act of 1995 ,
PSLRA ,
Remand ,
Reversal ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Standard of Review ,
State Courts ,
Stock Prices ,
Vacated
Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct; S.D.N.Y Grants Plaintiffs’ Partial Summary Judgment in Securities Class Action Against Perrigo; SPAC Investors Launch...more
7/29/2021
/ Acquisitions ,
Attorney's Fees ,
Board of Directors ,
Books & Records ,
Class Action ,
Delaware General Corporation Law ,
Dismissals ,
Failure To Disclose ,
Failure To State A Claim ,
False Statements ,
Information Requests ,
Initial Public Offering (IPO) ,
Investors ,
Misleading Statements ,
Misrepresentation ,
Omissions ,
Partial Summary Judgments ,
Publicly-Traded Companies ,
Putative Class Actions ,
Section 220 Request ,
Securities Act of 1933 ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Violations ,
Shareholders ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs)
SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more
7/27/2021
/ Acquisitions ,
Aiding and Abetting ,
Anti-Fraud Provisions ,
Anti-Money Laundering ,
Arkansas Teacher Retirement System v Goldman Sachs Group ,
Bank Secrecy Act ,
Basic v Levinson ,
Board of Directors ,
Breach of Duty ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Controlling Stockholders ,
Cybersecurity ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Dismissals ,
Failure To Disclose ,
Fiduciary Duty ,
Goldman Sachs ,
Investors ,
Mergers ,
Moneygram ,
Presumption of Reliance ,
Reversal ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholders ,
Vacated ,
Wire Fraud
Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more
6/16/2021
/ Attorney-Client Privilege ,
Board of Directors ,
Breach of Duty ,
Client Representation ,
Coronavirus/COVID-19 ,
Corporate Officers ,
Derivative Suit ,
Dismissals ,
Engagement Letters ,
Fiduciary Duty ,
Health and Safety ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
Public Statements ,
Putative Class Actions ,
Securities Litigation ,
Securities Violations ,
Shareholders ,
Standing ,
Unjust Enrichment
Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms....more
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
5/19/2021
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Buyers ,
Buyouts ,
Cease and Desist ,
Civil Monetary Penalty ,
Controlling Stockholders ,
Debt Financing ,
Dismissals ,
Failure To Disclose ,
Fiduciary Duty ,
Foreign Investment ,
Going-Private Transactions ,
Investors ,
Minority Shareholders ,
Motion to Dismiss ,
Partial Summary Judgments ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Regulation ,
Securities Violations ,
Sellers ,
Settlement Agreements ,
Solicitation
Federal Judge Dismisses Facebook Investor Class Action Based on Board Diversity, Virginia Federal Judge Denies Motion to Dismiss Claims that Altria Knew JUUL Was Marketing to Underage Consumers, SEC Brings Claims Against AT&T...more
3/24/2021
/ Advertising to Minors ,
AT&T ,
Board of Directors ,
Class Action ,
Dismissals ,
Diversity ,
Facebook ,
Fiduciary Duty ,
Investors ,
Motion to Dismiss ,
Putative Class Actions ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Violations ,
SLUSA
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more
3/3/2021
/ Acquisitions ,
Asset Purchase Agreements ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Buyers ,
Capital Raising ,
Cardinal Health ,
Class Action ,
Closing Documents ,
CVS ,
Derivative Suit ,
Disclosure Requirements ,
Dismissals ,
Division of Corporate Finance ,
Enforcement Actions ,
Fiduciary Duty ,
Investors ,
Market Volatility ,
Mergers ,
Mismanagement ,
Motion To Strike ,
Omnicare ,
Opioid ,
Purchase Price Adjustment ,
Putative Class Actions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Unclean Hands ,
Volkswagen
2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more
2/23/2021
/ Board of Directors ,
Corporate Officers ,
Disclosure Requirements ,
Division of Corporate Finance ,
Initial Public Offering (IPO) ,
Popular ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more