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California Securities Litigation

A&O Shearman

Northern District Of California Declines To Dismiss Putative Class Action Against Clothing Company

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On July 9, 2025, Judge P. Casey Pitts of the United States District Court for the Northern District of California largely declined to dismiss a putative securities class action asserting claims under the Securities Exchange...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss In Securities Class Action Against Footwear Company

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On June 23, 2025, Judge Araceli Martínez-Olguín of the Northern District of California granted a motion to dismiss a consolidated securities class action brought against a footwear and apparel company (the “Company”) and...more

Wiley Rein LLP

California Federal Court Holds Exception to I v. I Exclusion Restores Coverage for D&O Claim Based on Dilution of Shares

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The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit...more

Hogan Lovells

Chen v. Lyft: California federal court dismisses securities suit where misstatement was corrected within an hour

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In Chen v. Lyft, the U.S. District Court for the District of Northern California dismissed a federal securities class action lawsuit alleging that a typo in a press release from Lyft constituted securities fraud. The press...more

A&O Shearman

Northern District Of California Dismisses Class Action Against Power Solutions And Modules Company

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On June 6, 2025, Judge Richard Seeborg of the United States District Court for the Northern District of California granted without prejudice a motion to dismiss a putative securities fraud class action against a developer of...more

A&O Shearman

Northern District Of California Narrows Claims In Securities Class Action Against Medical Devices Company

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On June 3, 2025, Judge Jacqueline S. Corley of the Northern District of California granted in part a motion to dismiss a putative securities class action brought against a medical devices company (the “Company”), its CEO, and...more

A&O Shearman

Northern District Of California Dismisses Putative Securities Class Action Against Grocery Delivery Company For Failure To...

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On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more

A&O Shearman

Northern District Of California Dismisses Putative Class Action Against Solar Panel Manufacturer For Failure To Allege Falsity

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On April 28, 2025, Judge Edward M. Chen of the United States District Court for the Northern District of California dismissed a putative securities fraud class action asserting claims against a solar panel manufacturer (the...more

A&O Shearman

California Appellate Court Affirms Dismissal Of Putative Class Action Against Electric Vehicle Company Based On Federal Forum...

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On April 23, 2025, the Fourth Appellate District Court of Appeal of the State of California affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against an electric vehicle...more

Allen Matkins

Is Bullock v. Rivian the Nail in the Coffin for California State 1933 Act Claims?

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Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more

A&O Shearman

Central District Of California Dismisses Putative Securities Class Action Against Healthcare Technology Company For Failure To...

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On April 18, 2025, Judge André Birotte Jr. of the Central District of California granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the...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

Rivkin Radler LLP

March 2025 Insurance Update

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In this month’s update, we discuss cases involving related wrongful acts, wildfires, concealment of a weapon, concealment of climate risks, and road rage. We begin in Delaware, where the state’s high court determines...more

Woodruff Sawyer

Securities Motion to Dismiss Trends (Part 1): The Northern District of California

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In securities class actions, the motion to dismiss is the key event. If the company wins, the case goes away and costly discovery is avoided. If shareholders win, a significant settlement in the future is likely. In these...more

Vinson & Elkins LLP

ESG in 2025: What to Expect in Trump 2.0

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With Trump’s impending inauguration, significant shifts in Environmental, Social, and Governance (ESG) policies domestically are expected, as is the overall cultural and corporate mood for ESG. Companies can anticipate a...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss Federal Securities Class Action Against Subscription Streaming Services...

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On November 26, 2024, Judge Jon S. Tigar of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities fraud class action against a subscription streaming...more

Allen Matkins

Why Was 25% Chosen As California's Jurisdictional Threshold For Recapitalization Transactions?

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California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer...more

Allen Matkins

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

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A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968.  For the purpose of that discussion, it is important to recognize that not...more

A&O Shearman

Northern District of California Denies Motion To Dismiss Putative Class Action Based On Financial Services Company’s Alleged...

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On July 29, 2024, Judge Trina L. Thompson of the United States District Court for the Northern District of California denied a motion to dismiss a putative securities class action brought by investors against a financial...more

Allen Matkins

Want Of Privity Evidence Dooms Class Claims Against Blockchain Company

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The California Corporate Securities Law of 1968 generally requires that the offer and sale of a security in an issuer transaction must be qualified unless exempt or not subject to qualification (due to preemption).  Cal....more

Allen Matkins

Does Jarkesy Negate Administrative Penalties Under The California Corporate Securities Law?

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Yesterday, the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh Amendment to the U.S. Constitution entitles the...more

Allen Matkins

Is There A California Connection To Kirschner?

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Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals  upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not...more

Allen Matkins

Department Of Financial Protection & Innovation Warns Investors About Nonexistent Class Action Settlement

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Yesterday, the California Department of Financial Protection & Innovation warned investors that an "entity calling itself “Hartman Cain & Associates,” which represents itself as a law firm based in California, and operates...more

Seward & Kissel LLP

SEC Wins First “Shadow Trading” Trial

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On April 5, 2024, after an eight-day trial, a jury in the U.S. District Court for the Northern District of California returned a verdict for the Securities and Exchange Commission in its first “shadow trading” case after...more

Allen Matkins

Judge Rules Plaintiff Lacked Standing To Claim Damages Whilst Still Holding Securities

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Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices.  One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more

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