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Second Circuit Affirms Dismissal Of Antitrust Class Action Due To Implied Preclusion By The Securities Laws

22 Dec 2009, 1:42 pm by Sheppard Mullin

This article was originally posted on Sheppard Mullin's Corporate and Securities Law blog, which can be found at www.corporatesecuritieslawblog.com For further information, please contact Dan Brown at (212) 634-3095 or John Stigi at (213) 617-5589. [read post]

Antitrust Law Blog - http://www.antitrustlawblog.com/

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and 13b2-2

26 Aug 2013, 7:00 am by Sheppard Mullin

For further information, please contact John Stigi at (310) 228-3717 or Robin Achen at (213) 617-5579. [read post]

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

Delaware Chancery Court Holds That Advance Notice Provisions Must Clearly And Unambiguously Separate Nomination And Election Of Directors To Be Effective

7 Jul 2008, 11:09 pm

  As such, Delaware courts have signaled to companies that they must clearly draft provisions that seek to place limitations of the shareholder right to vote and participate.For further information, please contact John Stigi at (213) 617-5589. [read post]

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

District of Columbia and Seventh Circuits Allow for Corporate Liability Under The Alien Tort Statute, Splitting With Second Circuit

18 Aug 2011, 5:15 am

For further information, please contact John Stigi at (310) 228-3717 or Dan Brooks at (202) 469-4916. [read post]

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

Foreign Corporation's Mere Awareness That Its Products May Ultimately End Up In a Forum State Is Not Sufficient Contact to Support Personal Jurisdiction

12 Jan 2012, 10:57 am

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

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

Second Circuit Rejects "Collective Scienter" Theory For Pleading A Securities Fraud Claim Against A Corporation

17 Jul 2008, 6:56 pm

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/

Second Circuit Holds that Falsity of Estimates of Goodwill and Loan Loss Reserves For Purposes of Sections 11 and 12(a)(2) of the Securities Act of 1933 Hinges on the Speakers' Subjective Belief in the Estimates' Accuracy

13 Sep 2011, 5:37 am

For further information, please contact John Stigi at (310) 228-3717 or Kathryn Hines at (212) 634-3054. [read post]

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

DELAWARE SUPREME COURT HOLDS THAT BOARD MEMBERS WHO DO NOT OWN SHARES LACK STANDING TO FILE A DERIVATIVE SUIT

25 Feb 2008, 3:30 pm

  “Given the absence of statutory authority” for such an expansion, and given the absence of evidence that such standing would be necessary to “prevent a complete failure of justice,” the court concluded that a stockholder derivative action, and not a non-stockholder board member action, was the better way to redress any injury resulting from a breach of fiduciary duty by a corporate board.For further information, please contact John… [read post]

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

New York High Court Applies the "Single-Entity Exemption" in the Securities Litigation Uniform Standards Act of 1998

12 Jul 2011, 11:12 am

For further information, please contact John Stigi at (310) 228-3717 or Kathryn Hines at (212) 634-3054. [read post]

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

California Court of Appeal Holds That Challenges to Corporate Elections Under Corporations Code Section 709 May be Preducated Upon Breach of Fiduciary Duty and Conflict of Interest Allegations

6 Nov 2013, 12:08 pm by John Stigi

For further information, please contact John Stigi at (310) 228-3717 or Andrea Feathers at (213) 617-4150. [read post]

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

Second Circuit Clarifies Scope of SLUSA Preclusion

21 Oct 2013, 10:30 am by John Stigi

For further information, please contact John Stigi at (310) 228-3717 or Robin Achen at (213) 617-5579. [read post]

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

NEW YORK FEDERAL DISTRICT COURT REJECTS CREDIT RATING AGENCIES' FIRST AMENDMENT DEFENSE

22 Sep 2009, 7:01 am

For further information, please contact John Stigi at (213) 617-5589 or Aimee Kahn at (212) 634-3033. [read post]

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

Eleventh Circuit Reverses In Part Securities Fraud Judgment Against Clearing Broker in an Action Brought by the SEC

18 Jun 2012, 7:00 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/

Delaware Chancery Court Clarifies When Corporate Officers and Directors are Entitled to Mandatory Indemnification Under DGCL § 145

19 Mar 2012, 2:49 pm

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

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

First Circuit, Sitting En Banc, Clarifies What It Means To "Make" A Statement Under SEC Rule 10b-5(b)

26 Mar 2010, 11:24 am

For further information, please contact John Stigi at (310) 228-3717 or Amir Torkamani at (213) 617-4180. [read post]

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

California Court of Appeal Holds That State Courts Have Jurisdiction Over Securities Act Class Actions Unless the Action Is a "Covered Class Action" and Involves a "Covered Security" Under SLUSA

31 May 2011, 10:58 am

For further information, please contact John Stigi at (310) 228-3717 or Alejandro Moreno at (619) 338-6664. [read post]

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

Second Circuit Holds That the Private Securities Litigation Reform Act of 1995 Bars All RICO Claims Based Upon Alleged Acts of Securities Fraud

21 Jul 2011, 5:53 am

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

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

Second Circuit Effectively Reverses Rejection of SEC's Settlement with Citigroup

30 Mar 2012, 10:58 am

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/

California Court Of Appeal Holds That Shareholders Have Standing To Pursue Derivative Actions After Dissolution Of A Corporation

8 Oct 2010, 7:57 am

For further information, please contact John Stigi at (310) 228-3717 or Amir Torkamani at (213) 617-4180. [read post]

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

"LITERALLY TRUE" STATEMENT IN A PROSPECTUS CAN STILL SUPPORT A FEDERAL SECURITIES CLAIM IF, IN CONTEXT, THE STATEMENT IS MATERIALLY MISLEADING

7 Jan 2008, 12:01 pm

  It is important for companies to resist the temptation to draft disclosures too finely, as those disclosures often will be judged both in hindsight and in context from the perspective of a reasonable stock market investor, not the perspective of a high-powered corporate attorney.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/