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

Tag Archives: Section 11

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

So, There’s Concurrent State Court Jurisdiction for ’33 Act Suits, Right? Well…

Posted in Securities Litigation
On May 18, 2011, the California Intermediate Court of Appeals held in the Luther v. Countrywide Financial Corporation case that state courts have concurrent jurisdiction with federal courts to hear liability lawsuits under the Securities Act of 1933, and that more recent legislative enactments did not eliminate the concurrent state court jurisdiction for the plaintiffs’ … Continue Reading

Mortgage-Backed Securities Investors’ Section 11 Claims Dismissed for Lack of “Cognizable Injury”

Posted in Subprime Litigation
Among the many cases filed as part of the subprime litigation wave are the numerous cases filed on behalf of holders of mortgage-backed securities against the firms that issued the securities. In many of these cases, the plaintiffs have not alleged that they have failed to receive payments due under the securities, but rather they … Continue Reading

Rating Agencies Are Not ’33 Act “Underwriters”

Posted in Securities Litigation, Subprime Litigation
Rating agencies are not susceptible to ’33 Act liability as "underwriters," even if they helped structure the mortgage backed securities at issue, according to February 1, 2010 ruling (here) by Southern District of New York Judge Lewis Kaplan in which he dismissed Moody’s and McGraw-Hill (S&P’s parent) from the Lehman Brothers Mortgage-Backed Securities Litigation.   … Continue Reading

Subprime-Related Section 11 Claim Dismissed

Posted in Subprime Litigation
In a January 14, 2010 order (here), Southern District of New York Judge Robert W. Sweet granted the motion to dismiss in the ACA Capital Holdings subprime-related securities class action lawsuit. The decision is noteworthy in and of itself, but also because the plaintiffs’ securities claims were asserted under the ’33 Act. Subprime securities lawsuits … Continue Reading

Forum Selection and ’33 Act Subprime Lawsuits

Posted in Subprime Litigation
As I have previously noted (here), one of the significant procedural developments in the subprime securities litigation wave has been the plaintiffs’ apparent interest in pursuing ’33 Act subprime-related lawsuits in state court. Section 22(a) of the ’33 Act expressly provides that the federal court’s jurisdiction for ’33 Act lawsuits is "concurrent with State and … Continue Reading

Have Section 11 Filings Increased?

Posted in Securities Litigation
Has the "due diligence" standard articulated in the WorldCom securities litigation produced an increase in the Section 11 litigation? That is the question addressed in David J. Michaels’s November 29, 2008 paper entitled "An Empirical Study of Securities Litigation After World Com" (here).   In this post, I review the analysis based upon which Michaels contends … Continue Reading

Section 11 Lawsuits: Coming Soon to a State Court Near You?

Posted in Securities Litigation
Over the last several years, Congress has made several different efforts to concentrate class action litigation in federal court.   For example, in the Securities Litigation Uniform Standards Act of 1998 (SLUSA), Congress amended portions of the Securities Act of 1933 and the Securities Exchange Act of 1934 to preempt class actions alleging fraud under … Continue Reading