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Securities Litigation Safe Harbors

Woodruff Sawyer

The Corporate Guidance Tightrope: Balancing Transparency & Risk

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For US-listed public companies, issuing corporate guidance can feel routine—until it isn’t. One overly rosy forecast or offhand comment on an earnings call can turn into plaintiffs’ or regulators’ Exhibit A. For companies...more

Pierce Atwood LLP

Three Key Reasons Why Securities Class Actions Are Failing on Material Misrepresentation Grounds in the District of Massachusetts

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As securities class action filings continue to rise in the First Circuit, courts in the District of Massachusetts are setting a high bar for pleadings—especially when it comes to alleged material misrepresentations....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Tells Companies: ‘Let’s Stay Together’

Key Points - - While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2025 Amendments to the Delaware General Corporation Law

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

A&O Shearman

Western District Of Washington Dismisses Securities Fraud Claims Against Manufacturer Of Pop Culture Collectibles For Lack Of...

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On May 16, 2024, Judge James L. Robart of the United States District Court for the Western District of Washington granted a motion to dismiss a putative securities class action against a manufacturer of pop culture...more

A&O Shearman

Southern District Of New York Denies Food Delivery Company’s Motion To Dismiss Securities Class Action

A&O Shearman on

On July 25, 2023, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York denied a motion to dismiss a putative securities class action against an online food ordering and delivery...more

A&O Shearman

District Of New Jersey Dismisses Putative Securities Fraud Class Action Against Pharmaceutical Company For Failure To Allege...

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On March 14, 2023, Judge Zahid N. Quraishi of the United States District Court for the District of New Jersey dismissed a putative class action suit against a pharmaceutical company (the “Company”) and its executives alleging...more

A&O Shearman

Fifth Circuit Holds That Complaint Based On Confidential Informant’s Allegations Sufficiently Alleged Material Misrepresentation...

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On January 18, 2023, the United States Court of Appeals for the Fifth Circuit reversed and remanded the district court’s order dismissing the putative securities class action with prejudice, holding that plaintiff...more

Woodruff Sawyer

Forward-Looking Statements Disclaimers: Practical Advice for Management Teams and Companies

Woodruff Sawyer on

Forward-looking statements⁠—statements that evidence management’s beliefs about what the future holds—can be valuable to analysts and investors. They are also very interesting to plaintiffs’ attorneys, especially if those...more

Goodwin

Northern District of Illinois Grants Motion for Partial Reconsideration of Summary Judgment Decision Regarding Whether Former...

Goodwin on

Northern District of Illinois Grants Motion for Partial Reconsideration of Summary Judgment Decision Regarding Whether Former Walgreens CFO’s Statements Were Actionable; Securities Fraud Claims Against Chicken Producer for...more

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

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The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

Proskauer - Corporate Defense and Disputes

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

Baker Donelson

SEC Developments: Strong Enforcement Wake Ahead

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Turning a battleship even slightly creates a large wake, not unlike the enforcement waters that have been churning recently at the Securities and Exchange Commission (SEC). The new agency head, Gary Gensler, was formerly an...more

Proskauer - Corporate Defense and Disputes

Shareholders Cannot Sue Corporate Officers for Forward-Looking Projections that Don’t Pan Out, Ninth Circuit Affirms

It is illegal under the Securities Exchange Act to make false or misleading statements to the investing public about material facts. At the same time, corporations and their officers must be able to make statements about the...more

Goodwin

SEC Finalizes Reforms Under Investment Advisers Act

Goodwin on

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

Cooley LLP

Blog: Should companies be protected from securities litigation arising out of the pandemic?

Cooley LLP on

If Matt Levine has a mantra in his “Money Stuff” column on Bloomberg, it’s this: everything is securities fraud. “You know the basic idea,” he often says in his most acerbic voice...more

A&O Shearman

Southern District Of New York Dismisses Putative Class Action Against Shoe Manufacturer For Failure To Adequately Allege...

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On March 12, 2020, Judge Naomi Reice Buchwald of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under Section 10(b) of the Securities Exchange Act of...more

Sheppard Mullin Richter & Hampton LLP

Third Circuit Holds that SLUSA Does Not Preclude Class Action Opt-Outs from Pursuing Individual Actions

In North Sound Capital, LLC v. Merck & Co, Inc., No. 18-2317, 2019 WL 4309663, 2019 U.S. App. LEXIS 27518 (3d Cir. Sept. 12, 2019), the United States Court of Appeals for the Third Circuit reversed a New Jersey district court...more

A&O Shearman

California District Court Dismisses Exchange Act Claims Based On The PSLRA Safe Harbor For Forward Looking Statements

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On December 13, 2018, Judge Manuel L. Real of the United States District Court for the Central District of California granted defendants’ motion to dismiss plaintiffs’ first amended complaint asserting claims for violations...more

Perkins Coie

Ninth Circuit Trims PSLRA Safe Harbor’s Protection for Forward-Looking Statements

Perkins Coie on

A recent decision of the U.S. Court of Appeals for the Ninth Circuit, In re Quality Systems, Inc. Securities Litigation, 865 F.3d 1130 (9th Cir. 2017), cut back on the protections afforded by the safe-harbor provision of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

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