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Cornerstone Research

New Developments in Securities Class Action Litigation in the First Half of 2025

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Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse highlight several developments from recent litigation in their latest report, Securities Class Action Filings—2025 Midyear Assessment....more

A&O Shearman

Second Circuit Keeps Narrow Scope Of Short-Swing Trading Claims Arising Under Section 16(b)

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On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a...more

Blake, Cassels & Graydon LLP

La Cour d’appel de l’Ontario confirme l’autorisation d’une action collective contre une plateforme d’échange de cryptomonnaies

Dans sa décision rendue récemment dans l’affaire Lochan v. Binance Holdings Limited (en anglais) (l’« affaire Binance »), la Cour d’appel de l’Ontario (la « CAO ») a confirmé l’autorisation d’une action collective intentée au...more

Foley & Lardner LLP

First Circuit’s Reversal of Summary Judgment Clarifies Materiality Standard for Advisory Conflicts

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A recent ruling may raise the bar for the Securities and Exchange Commission (SEC) in charging registered investment advisers for omissions of potential conflicts and seeking disgorgement, giving the defense bar additional...more

Troutman Pepper Locke

First Circuit Questions Materiality in SEC's Case Against Commonwealth Equity Services

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On April 1, the U.S. Court of Appeals for the First Circuit vacated a summary judgment ruling in favor of the Securities and Exchange Commission (SEC) against Commonwealth Equity Services, LLC, also known as Commonwealth...more

Jones Day

First Circuit Reverses SEC Win in $93 Million Investment Adviser Disclosure Case

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The court rejects the SEC's per se materiality argument and requires proof of a causal connection between the defendant's allegedly inadequate disclosures and purported unlawful profits....more

Allen Matkins

Can Investors Themselves Be Liable For A Failure To Register The Offer And Sale Of Securities?

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Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements.  Because the statute refers to sellers, it seems unlikely...more

Seward & Kissel LLP

Employment Litigation Roundup: December 2024

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Arizona employer cannot exclude settlement communications from former employee’s retaliation complaint - In Flores v. Rafi Law Group PLLC, the plaintiff accused her law firm employer of retaliating against her by (i)...more

A&O Shearman

Supreme Court Hears Oral Argument On Standard For Pleading Securities Fraud In Private Civil Suits

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On November 13, 2024, the United States Supreme Court heard oral argument in an appeal from a decision of the United States Court of Appeals for the Ninth Circuit in a putative class action asserting claims under the...more

A&O Shearman

The Second Circuit Revives Exchange Act Claims Against Outside Auditor, Finding Alleged Misstatements In Audit Certification To Be...

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On October 31, 2024, the United States Court of Appeals for the Second Circuit revived claims brought under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 against an outside auditor (the...more

Sheppard Mullin Richter & Hampton LLP

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

Goodwin

Key Questions for the Upcoming Private Funds Rules Fifth Circuit Decision

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As a reminder, the Securities and Exchange Commission (SEC) and the National Association of Private Fund Managers (NAPFM) and the other Petitioners in the Private Funds Rules Litigation1 requested that the three-judge panel...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Proskauer - Whistleblower Defense

D.C. Circuit: No Award to Whistleblower Who Made Disclosure Before Enactment of SEC’s Whistleblower Program

On May 27, 2022, the D.C. Circuit Court of Appeals affirmed an order by the Securities and Exchange Commission (“SEC”) denying a whistleblower award under the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Jones Day

Fifth Circuit Finds SEC Administrative Proceedings Unconstitutional

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On May 18, 2022, the Court of Appeals for the Fifth Circuit ruled that key aspects of the SEC's in-house enforcement regime for securities fraud cases were unconstitutional. The decision, Jarkesy v. SEC, has significant...more

Proskauer - Corporate Defense and Disputes

Fifth Circuit Holds SEC’s In-House Courts and Judges Unconstitutional

In Jarkesy v. Securities and Exchange Commission, the Court of Appeals for the Fifth Circuit issued a remarkable opinion holding numerous aspects of the SEC’s administrative enforcement regime are unconstitutional. The May...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Courts of Appeal Address the Exchange Act’s Exclusive-Jurisdiction and Non-Waiver Provisions, the...

In the first quarter of 2022, federal appellate courts issued a number of thought-provoking (albeit not monumental) decisions addressing the reach of the federal securities laws and, in some cases, highlighting potentially...more

Proskauer - Corporate Defense and Disputes

Disgorgement Continues at the SEC

On October 12, 2021, the Fifth Circuit Court of Appeals upheld a disgorgement order issued by the SEC, in—according to the opinion— the first appellate ruling on the topic since the Supreme Court’s 2020 decision in Liu v....more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

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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

Sheppard Mullin Richter & Hampton LLP

Second Circuit Upholds Enforceability of SEC Tolling Agreements

In Securities & Exchange Comm’n v. Fowler, No. 20-1081, 2021 WL 3083655 (2d Cir. July 22, 2021), the United States Court of Appeals for the Second Circuit upheld a lower court judgment awarding the Securities and Exchange...more

Goodwin

New York Federal Court Dismisses Securities Fraud Claims Against Alkermes For Lack Of Fraudulent Intent

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New York Federal Court Dismisses Securities Fraud Claims Against Alkermes for Lack of Fraudulent Intent; Fourth Circuit Affirms District Court’s Denial of Leave to File Amended Complaint Against Triangle Capital as Futile;...more

Goodwin

Biden Administration Issues Regulatory Freeze On New Agency Rules

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In this Issue. In one of its first acts after being installed on January 20, the Biden Administration issued a regulatory freeze on new agency rules that have been adopted but are not yet effective; in one of its final acts...more

Goodwin

SEC Finalizes Reforms Under Investment Advisers Act

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In this Issue. The Securities and Exchange Commission (SEC) finalized reforms under the Investment Advisers Act to modernize rules that govern investment adviser advertisements and payments to solicitors, and published a risk...more

Foley & Lardner LLP

A Review of Recent Whistleblower Developments - October 2020

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SEC Whistleblower Program Rules Change - On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of a final rule in Release 34-89963 that changes several aspects of its whistleblower...more

Cozen O'Connor

Notice of Appeal - Spring 2020

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Background - A Company received a grand jury subpoena under the Stored Communications Act (“SCA”) seeking information about an employee of one of the Company’s customers, who was the target of a criminal investigation. The...more

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