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New York's High Court Rejects Attempts To Expand Liability Of Outside Professional Service Providers For Failing To Detect Corporate Fraud

27 Oct 2010, 12:13 pm

For further information, please contact John Stigi at (310) 228-3717 or Jeffrey N. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Ninth Circuit Allows SEC To Proceed Against Director For Insider Trading Even Where Director Owed No Fiduciary Duty To Company Whose Stock He Traded

8 Jul 2008, 1:36 am

  The Court did, however, hold that the district court did not err in finding a genuine issue of material fact regarding the materiality of Talbot’s misappropriation.The holding in Talbot reminds corporate directors to exercise extreme caution in trading on information provided to them in a board setting, even if that information relates to other companies such as clients and customers.For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

FIRST CIRCUIT HOLDS THAT TAX ACCRUAL WORK PAPERS ARE NOT PROTECTED UNDER THE ATTORNEY WORK PRODUCT DOCTRINE

16 Sep 2009, 7:27 am

For further information, please contact John Stigi at (213) 617-5589 or Martin White at (415) 774-3233. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Delaware Chancery Court Holds That Advance Notice Bylaws Must Clearly State That They Apply To Self-Funded Proxy Solicitations

7 Jul 2008, 10:51 pm

  Failure to draft carefully, however, can have the opposite effect; it can render a notice bylaw relatively meaningless, particularly in the face of self-funded proxy solicitations.For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Ninth Circuit Reaffirms Existing Precedent On Materiality And "Motive And Opportunity" Scienter Allegations

7 Dec 2009, 6:15 am

For further information, please contact John Stigi at (213) 617-5589 or Christina Costley at (805) 879-1818. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

NEW YORK'S HIGHEST COURT HOLDS THAT MEMBERS OF LIMITED LIABILITY COMPANY MAY BRING DERIVATIVE SUITS ON THE LLC'S BEHALF

29 Feb 2008, 12:13 pm

  Moreover, by broadening New York law to allow derivative lawsuits against LLCs, New York courts have signaled a greater willingness to potentially expand the derivative suit to other corporate formations.For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Ninth Circuit Reverses Dismissal Of Securities Fraud Complaint On Loss Causation Grounds Despite Three-Month Delay Between Corrective Disclosure And Market Reaction

23 Sep 2008, 3:34 am

For further information, please contact John Stigi at (213) 617-5589 or Christina Costley at (805) 879-1818. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

D.C. Circuit Vacates Proposed Fee For NYSE Arca "Depth-Of-Book" Data And Remands To SEC For Further Review

23 Aug 2010, 5:48 am

For further information, please contact John Stigi at (310) 228-3717 or Christopher Loveland at (202) 772-5313. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Ninth Circuit Holds That Safe Harbor Provision Of The Reform Act Applies To Forward-Looking Statements Accompanied By Cautionary Language And Forward-Looking Statements Made Without Actual Knowledge Of Falsity

23 Jul 2010, 1:40 pm

For further information, please contact John Stigi at (310) 228-3717 or Martin White at (415) 774-3233 [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

United States Supreme Court Limits Extraterritorial Reach Of Private Federal Securities Claims

30 Jul 2010, 3:14 am

For further information, please contact John Stigi at (310) 228-3717 or Christina Costley at (805) 879-1818. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Delaware Chancery Court Issues Rulings On Preliminary Injunctions Regarding Materiality Of Disclosures In Proxy Statements

18 Jul 2008, 12:32 am

For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Ninth Circuit Rejects Private Right Of Action To Enforce Section 13(a) Of The Investment Company Act Of 1940

27 Aug 2010, 5:34 am

For further information, please contact John Stigi at (310) 228-3717 or Taraneh Fard at (213) 617-5492. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

California Court Of Appeal Holds That Privity Of Contract Is Necessary To Maintain An Action For Rescission Under California Corporations Code Sections 25504 And 25504.1

21 Jan 2011, 11:57 am

For further information, please contact John Stigi at (310) 228-3717 or Taraneh Fard at (213) 617-5492. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

CALIFORNIA SUPREME COURT IMPOSES A CONTINUOUS OWNERSHIP RULE ON PLAINTIFFS IN SHAREHOLDER DERIVATIVE ACTIONS

25 Feb 2008, 3:35 pm

  While there are circumstances where a plaintiff might retain standing despite not holding shares, such as when a merger is used to “wrongfully deprive” a plaintiff of standing or where a merger does not affect a plaintiff’s ownership interest, such circumstances are unusual and do not apply to the vast majority of mergers of California-based corporations.For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Second Circuit Applies Morrison to Criminal Prosecution Under Section 10(b) and Rule 10b-5

23 Oct 2013, 3:27 pm by John Stigi

For further information, please contact John Stigi at (310) 228-3717, Jeff Kern at (212) 634-3075 or Thomas Monahan at (212) 634-3019. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Delaware Chancery Court Holds That Self-Interested Directorial Compensation Decisions Made Without Independent Protections Will Not Survive An Entire Fairness Review

22 Jul 2008, 7:54 pm

For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Tenth Circuit Holds Corporate Shareholders Do Not Have Standing Under Rico To Sue Derivatively For Alleged Injuries To Corporation

8 Mar 2010, 5:05 am

For further information, please contact John Stigi at (213) 617-5589 or Taraneh Fard at (213) 617-5492. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Third Circuit Joins With the Seventh, Ninth and Eleventh Circuits in Holding That Plaintiffs Asserting 1933 Act Claims Need Not Plead Compliance With the Statute of Limitations, Splitting With the First, Eighth and Tenth Circuits

21 Oct 2013, 10:26 am by John Stigi

For further information, please contact John Stigi at (310) 228-3717 or Sarah Aberg at (212) 634-3091. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

Delaware Supreme Court Rejects Application Of Entire Fairness Scrutiny In Controlling Shareholder's Non-Coercive Offer

3 Feb 2009, 11:14 am

For further information, please contact John Stigi at (213) 617-5589. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/

DOJ, COURTS LESSEN PRESSURE ON CORPORATIONS TO DENY INDEMNIFICATION TO MANAGEMENT TARGETS OF PROSECUTIONS

15 Nov 2007, 2:44 pm

  Further, while the same Sixth Amendment concerns do not apply in SEC proceedings, if the Courts of Appeals were to rule against the government on grounds relating to breach of contract, these decisions also could be applied to prevent the SEC from pressuring corporations to cease indemnification in cases where corporate bylaws require it.For further information, please contact John Stigi at (213) 617-5589 or Christina Costley at (805) 879-1818. [read post]

Corporate Securities Law Blog - http://www.corporatesecuritieslawblog.com/