Tag Archives: Securities Litigation

Securities Litigation in Japan

As I have previously noted, the prevalence of misrepresentation-related securities litigation in Japan increased significantly after the 2004 revisions to the Japanese securities laws. The increase largely has been due to the legislative changes and to a number of high-profile accounting and financial scandals. There are features of the Japanese law that, according to a … Continue Reading

Guest Post: Supreme Court Rejects Federal Jurisdiction over State Law Claims that Do Not Necessarily Raise Exchange Act Issues

Among the decisions that the Supreme Court issued this past Monday was its unanimous ruling in Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning (here), in which the Court held that the ’34 Act’s  exclusive federal jurisdiction provisions do not preclude a claimant from pursuing state law securities claims in state court.  In the … Continue Reading

Guest Post: Year in Review: Securities Litigation

This past year was an eventful one in the corporate and securities litigation arena, with the U.S. Supreme Court’s decision in the Omnicare case, important rulings in the lower courts applying the Supreme Court’s Halliburton II decision, and a host of other important decision on critical securities law issues. In the following memorandum from the Haynes … Continue Reading

Securities Suit Frequency Means Challenging D&O Insurance Market for Life Sciences Companies

In 2015, as was the case for several years prior, companies in the life sciences sector experienced a disproportionately greater number of securities class action lawsuits than companies in other industries. As I detailed in my analysis of 2015 securities class action lawsuit filings (here), 39 of the 191 securities class action lawsuits filed in … Continue Reading

Omissions Regarding Bribery Investigation Held Actionable

Regular readers of this blog know that the filing of a shareholder lawsuit following the disclosure of a bribery investigation is a well-established phenomenon (as discussed, for example, here). Readers will also recall that in March 2015 when the U.S. Supreme Court issued its Omnicare decision (about which refer here), there was significant discussion whether … Continue Reading

Merck Agrees to Settle Long-Running Vioxx-Related Securities Class Action Lawsuit for $830 Million

In my recent review of the past year’s top D&O stories, I noted the current trend toward increased numbers of securities class action lawsuits involving smaller companies, and also towards smaller securities suit settlements. In the midst of this era of generally smaller cases and settlements has now come a huge settlement reminiscent of earlier … Continue Reading

U.S. Securities Class Action Lawsuit Filings in 2015 at Highest Level in Years

The number of securities class action lawsuits filed in 2015 rose to the highest annual level in several years. As detailed below, a number of factors contributed to the increase in securities class action lawsuit filings during the year, including in particular the number of lawsuits filed against IPO companies (owing to the fact that … Continue Reading

Dole Shareholders File Securities Suit Based on Executives’ Share Price Deflating Conduct Prior to Going Private Deal

The November 1, 2013 transaction in which David Murdock, Dole Food Company’s Chairman and CEO, acquired the Dole shares he did not already own has already been the subject of extensive litigation. Indeed, in 108-page August 27, 2015 post-trial opinion (here), Delaware Court of Chancery Vice Chancellor Travis Laster found that and Murdock and C. … Continue Reading

Ninth Circuit: Embezzler Executive’s Knowledge Can Be Imputed to Company in Innocent Third Party-Filed Securities Suit

For purposes of determining the scienter of a corporate entity defendant under the federal securities laws, a company’s executives’ knowledge generally is imputed to company. There is an exception to these general principles – the “adverse interest exception” – which provides that an executive’s knowledge will not be imputed to the company if the executive … Continue Reading

Money Laundering Allegations and Follow-On Securities Litigation

In the wake of the 9/11 terrorist attacks, Congress enacted or expanded a number of laws regarding the global financial system in order to combat money laundering and promote national security. As I have noted in prior post (most recently here), regulatory enforcement activity under these laws represents a potentially significant new area of potential … Continue Reading

Guest Post: The Fifth Circuit Takes the Risk Out of Materialization-Of-The-Risk Cases

In the following guest post, Michael J. Biles of the King & Spalding law firm takes a look at the analysis of the materialization-of-the-risk issues in the Fifth Circuit’s September 8, 2015 decision in the BP Deepwater Horizon securities class action lawsuit. As Michael asserts below, the Fifth Circuit’s decision opinion essentially removes the risk of … Continue Reading

While You Were Out

September is here. Labor Day has come and gone. That can mean only one thing – time to put away the surf boards, bungee cords, fencing foils, pogo sticks, nunchuks, hula hoops, light sabers, and unicycles, and get back to work. Yes, it is time to answer all those emails and return all of those … Continue Reading

When Data Hacks Lead to D&O Lawsuits, Actual and Threatened

Many observers, including even this blog, have speculated whether the rising wave of data breaches and cyber security attacks will result in litigation against the directors and officers of the affected companies. Indeed, in 2014, there were two sets of lawsuits filed against the boards of companies that had experienced high-profile data breaches, Target Corp. … Continue Reading

Advisen Report: Declining Corporate and Securities Litigation Filings Continued in Second Quarter, But Most Recent Quarterly Trend May be Upward

The recent annual trend toward declining numbers of corporate and securities lawsuit filings continued in the first half and second quarter of 2015, although second quarter activity did increase slightly compared to the prior quarter, according to a report from the insurance industry information firm, Advisen. If the increase in the second quarter numbers compared … Continue Reading

Another U.S. Securities Suit Arising from Overseas Corruption Investigation

In an earlier post, I noted that a significant factor driving securities litigation filings so far this year has been the rising number of U.S. securities lawsuits involving non-U.S. companies. A number of different factors are contributing to the filing of these suits, but among the factors is the increasing numbers of U.S.-listed non-U.S. companies … Continue Reading

Year-to-Date Securities Suit Filings Disproportionately Involve Non-U.S. Companies

Historically, non-U.S. companies listed on U.S. exchanges were sued in securities class action lawsuits less frequently than were listed U.S. companies. For several years now, according to NERA, non-U.S. firms have represented about 16% of all companies listed on the U.S. exchanges, but according to Cornerstone, for the period 1997-2013, the average percentage of securities … Continue Reading

Navigating Circuit Split, District Court Finds Omission of Item 303 Disclosure Actionable Under Section 10(b)

One of the more interesting issues that has emerged recently in the securities litigation arena is the question of whether or not the alleged failure to make a disclosure required by Item 303 of Reg. S-K is an actionable omission under Section 10(b) and Rule 10b-5. The Ninth Circuit, in its October 2014 decision in … Continue Reading

Chinese Internet Giant Alibaba Gets Hit with IPO-Related U.S. Securities Class Action Lawsuit

The year just completed was a banner year for IPOs in the U.S., with more companies completing their initial public offerings on U.S. exchanges in 2014 than in any year since 2000 (as detailed here). But as I have previously noted (here), with an increase in IPO activity comes the likelihood of IPO-related securities class … Continue Reading

Advisen Releases 2014 Corporate and Securities Litigation Report

New corporate and securities lawsuit filings and enforcement actions were down for the third consecutive year in 2014, according to the latest annual report from the insurance information firm, Advisen. According to the report, which is entitled “D&O Claims Trends: 2014 End of Year Wrap-Up,” and which can be found here, the decrease in the number … Continue Reading

NERA Securities Litigation Report: Filings Flat, Number and Value of Settlements Plunge

The number of securities class action filings in 2014 was level with recent years’ filings but the number and dollar value of settlements during the year plunged, according to the latest annual report from NERA Economic Consulting. This year’s report is quite detailed and contains a number of new analyses of lawsuit filings and case … Continue Reading