The D&O Diary

The D&O Diary

A PERIODIC JOURNAL CONTAINING ITEMS OF INTEREST FROM THE WORLD OF DIRECTORS & OFFICERS LIABILITY, WITH OCCASIONAL COMMENTARY

Category Archives: Securities Litigation

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Advisen Releases 2014 First Half Corporate and Securities Litigation Report

Posted in Securities Litigation
The level of all corporate and securities filings continued to decline in the second quarter of 2014 as filing activity returns to levels that prevailed before the financial crisis, according to the latest quarterly D&O claims activity report of Advisen. According to the report, filing levels in the second quarter reflected the “fewest securities and … Continue Reading

Guest Post: Halliburton: Procedures and Percentages Part II—Should We Expect Any Changes Following the Supreme Court’s Ruling?

Posted in Securities Litigation
Following the U.S. Supreme Court’s ruling earlier this week in the Halliburton case, questions have continued to swirl about the implications of the court’s decision. In the following guest post, Jennifer Spaziano of the Skadden law firm, takes a look at the impact the Halliburton decision will have on securities class action procedures, outcomes and … Continue Reading

Halliburton: U.S. Supreme Court Declines to Overturn Basic, Allows Defendants to Rebut Presumption of Reliance

Posted in Securities Litigation
On June 23, 2014, the U.S. Supreme Court released its long-awaited decision in Halliburton Co. v. Erica P. John Fund, in which the Court had taken up the question whether or not to set aside the presumption of reliance based on the fraud on the market theory that the Court first recognized in its 1988 … Continue Reading

Second Circuit Vacates Judge Rakoff’s Rejection of SEC’s Citigroup Settlement

Posted in Securities Litigation
On June 4, 2014, in a long-awaited but not unexpected opinion (here), the Second Circuit ruled that Southern District of New York Judge Jed Rakoff had improperly rejected the $285 million settlement of the SEC’s enforcement action against Citigroup. Because the case involved the question of whether or not parties may enter into “neither admit … Continue Reading

Preparing for the SEC’s Accounting Quality Model Enforcement Tool Implementation

Posted in Securities Litigation
As part of the SEC’s efforts under chairman Mary Jo While to refocus the agency’s efforts to detect and pursue accounting fraud, the agency has undertaken a number of initiatives, including the formation of a Financial Reporting and Audit Task and the creation of the Center for Risk and Quantitative Analytics. As part of these … Continue Reading

Guest Post: Some States Have Sidestepped the JOBS Act’s Burdensome Crowdfunding Rules

Posted in Securities Litigation
In a recent post, I noted the concerns that are developing as the various provisions of the JOBS Act are staged in. These concerns are sufficiently significant that only two years after Congress passed the JOBS Act, there are proposals circulating in Congress to revise some of the JOBS Act’s provisions. Among the areas where … Continue Reading

Applying Morrison, Second Circuit Affirms UBS Credit Crisis Securities Suit Dismissal

Posted in Securities Litigation
After the U.S. Supreme Court issued its opinion in Morrison v. National Australia Bank, the plaintiffs’ lawyers developed a number of theories to try to circumvent Morrison to assert claims under the U.S. securities laws on behalf of investors who purchased their shares in the defendant foreign company on a foreign exchange. These theories – … Continue Reading

Thinking About U.S. Securities Lawsuits Against U.S.-Listed Chinese Companies

Posted in Securities Litigation
For a brief period in the 2010-2012 time frame, U.S. securities lawsuits filings against U.S.-listed Chinese companies surged as investors filed a wave of lawsuits against Chinese companies that obtained U.S.-listings by way of a merging with a publicly traded shell. The Chinese reverse merger lawsuit filing wave eventually subsided – yet filings against U.S.-listed … Continue Reading

Cornerstone Research Releases 2013 Analysis of Securities Suits Involving Accounting Allegations

Posted in Securities Litigation
Though the number of securities class action lawsuit containing accounting allegations remained essentially the same in 2013 compared to 2012, the market capitalization losses associated with the 2013 suits were more than double the losses associated with the 2012 suits, according to a new report from Cornerstone Research. The report contains a brief analysis of … Continue Reading

Advisen Releases First Quarter 2014 Corporate and Securities Litigation Report

Posted in Securities Litigation
Overall Filings of corporate and securities lawsuits during the first quarter of 2014 were at their lowest levels since before the financial crisis, according to the latest report from Advisen, the insurance information firm. The April 2014 report, which is entitled “D&O Claims Trends: 2014,” can be found here. As discussed below, the report will … Continue Reading

Flash Boys Litigation: High Frequency Traders, Brokers and Securities Exchanges Hit With Securities Suit

Posted in Securities Litigation
The topic of high frequency trading has dominated the business headlines since the late March publication of Michael Lewis’s new book, “Flash Boys: A Wall Street Revolt.”  The SEC, the U.S. Department of Justice and the Federal Bureau of Investigation have confirmed that they are investigating high frequency trading, as has the New York Attorney … Continue Reading

PwC 2013 Securities Litigation Report Asks Whether There Are Changes Ahead

Posted in Securities Litigation
In its recently released annual analysis of securities class action litigation, PricewaterhouseCoopers observes that while 2013 may not have been a particularly noteworthy year in the securities class action litigation arena, “significant events and announcements in 2013 have set the stage for potentially sweeping changes in the future.” The PwC report, which is entitled “Are … Continue Reading

Cornerstone Research Releases 2013 Securities Class Action Settlements Analysis

Posted in Securities Litigation
Owing to a number of larger settlements, the average securities class action settlement amount in 2013 rose, while at the same time the media settlement amount declined, according to a study of the securities suit settlements from Cornerstone Research. The study also reports that the number of settlements and the aggregate dollar value of all … Continue Reading

Citing Concerns with Plaintiff’s Law Firm’s Roles, District Court Denies Class Cert in IPO Securities Suit

Posted in Securities Litigation
In an opinion reflecting her concerns about the role of the lead plaintiff’s law firm as well as concerns about the predominance of common issues among the proposed class members’ claims, a federal district court judge has denied the plaintiff’s motion for class certification in a lawsuit filed under the Securities Act of 1933. The … Continue Reading

Securities Suit Filing Trends: More About IPOs and Investigative Follow-On Actions

Posted in Securities Litigation
Two securities suit filing trends that emerged during 2013 were the filing of securities class action lawsuits against companies that had recently completed IPOs (about which refer here) and the filing of securities suits  in the wake of investigative or regulatory actions (as discussed here). Based on the recent filings, it appears that these trends … Continue Reading

Guest Post: Halliburton: Procedures and Percentages—Why Did the Court Care and What Do They Mean?

Posted in Securities Litigation
The Halliburton case now before the U.S. Supreme Court could potentially change the securities class action litigation landscape in the United States, as the Court considers whether or not to dump the fraud on the market theory.  However, based upon the oral argument in the case on Wednesday, March 5, 2014, it appears that the … Continue Reading

Supreme Court to Decide Securities Act Statute of Repose Issue in IndyMac MBS Case

Posted in Securities Litigation
The U.S. Supreme Court has added yet another lawsuit to its growing list of securities law cases by agreeing to take up the IndyMac MBS securities suit, to consider whether the filing of a class action lawsuit tolls the statute of repose under the Securities Act (by operation of so-called “American Pipe” tolling) or whether … Continue Reading

U.S. Supreme Court Takes Up Yet Another Securities Case: To Support a Section 11 Claim, Must an Opinion Be Subjectively False?

Posted in Securities Litigation
As if it were not enough that the Court is already considering a case that could change the face of securities class actions (that is, the Halliburton case, which will be argued this week), the U.S. Supreme Court has now agreed to take up yet another securities case.   In a March 3, 2014 order … Continue Reading

U.S. Supreme Court: SLUSA Does Not Preempt Stanford Ponzi Scheme Victims’ State Law Claims

Posted in Securities Litigation
The state law fraud claims of certain victims of the Stanford Ponzi scheme against various law firms and brokerage firms are not precluded under the Securities Litigation Uniform Standards Act (“SLUSA”) and plaintiffs therefore may pursue their state law class actions against the defendants, according to a February 26, 2014 decision from the U.S. Supreme … Continue Reading

NERA: Canadian Securities Class Action Filings Steady in 2013

Posted in International D & O, Securities Litigation, Uncategorized
There were ten securities class action lawsuits filed in Canada in 2013, the same number as were filed in 2012 and only slightly below the annual average number of 11. 6 filings during the period 2006-2012, according to a February 19, 2014 report from NERA Economic Consulting entitled “Trends in Canadian Securities Class Actions: 2013 … Continue Reading