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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Second Circuit Affirms Porsche Securities Suit Dismissal; Domestic Transaction Necessary But Not Sufficient to Invoke U.S. Securities Laws

Posted in Securities Litigation
On August 16, 2014, in a long-awaited decision that is sure to provoke comment and that could fuel disputes in future cases, the Second Circuit affirmed the dismissal of the securities suits hedge fund purchasers of certain swap agreements had filed against Porsche and its executives.   The plaintiffs contended that because they had completed … Continue Reading

Cornerstone Research Releases Securities Litigation Report for the First Half of 2014

Posted in Securities Litigation
According to the latest report from Cornerstone Research, the number of securities class action lawsuit filings during the first half of 2014 were down compared to historical filings semiannual filing levels although slightly higher than the number of filings in the first half of 2013. The report, which is entitled Securities Class Action Filings – … Continue Reading

SEC Files Enforcement Action Over Internal Controls Reporting: A Sign of Things to Come?

Posted in Securities Litigation
One of the noteworthy features of the Sarbanes-Oxley Act was the legislation’s creation of the requirement for reporting companies to provide a certification from management regarding the company’s internal controls. This requirement has not been the focus of a great deal of attention since the legislation was enacted in 2002. However if the administrative actions … Continue Reading

Whistleblower Bounties: A Good Idea? UK Regulators Say No

Posted in Securities Litigation
When Congress passed the Dodd-Frank Act four years ago, one of the legislation’s signature features was the creation of potentially massive bounties for whistleblowers that reported financial fraud to the SEC. The possibility of recovering a bounty, which could range from ten to thirty percent of recoveries over $1 million, seems to have encouraged whistleblowers … Continue Reading

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