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Cooley LLP

Deciding Issue of First Impression, Fourth Circuit Holds Short-Seller Report Could Not Support Loss Causation – in Significant...

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On April 8, 2025, the US Court of Appeals for the Fourth Circuit affirmed the US District Court for the District of Maryland’s dismissal of all claims in Defeo et al. v. IonQ, Inc. et al., a securities class action asserting...more

DLA Piper

Eighth Circuit Indefinitely Pauses SEC Climate Rule Litigation: Key Implications for Public Companies

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The US Court of Appeals for the Eighth Circuit recently granted the Motion to Hold Case in Abeyance (the Motion) in Iowa v. US Securities and Exchange Commission – the case challenging the SEC’s 2024 climate disclosure rules...more

Sheppard Mullin Richter & Hampton LLP

Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action

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The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

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In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

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In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

Bass, Berry & Sims PLC

Advance Notice Bylaw Provisions Upheld by Delaware Supreme Court

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In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

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Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

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Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Parker Poe Adams & Bernstein LLP

Fourth Circuit Says Employee Suing Under SOX Could Not Show Complaints Contributed to Termination Decision

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The Sarbanes-Oxley Act (“SOX”) prohibits publically-traded companies from retaliating against employees for complaining about issues that could affect the shareholders of the company. On Monday, the Fourth Circuit Court of...more

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