In a June 27, 2017 order (here), the United States Supreme Court granted the petition of Cyan, Inc. for a writ of certiorari to consider the question of whether or not state courts retain concurrent jurisdiction for liability lawsuits under the ’33 Act, or whether as a result of changes to the relevant statutes under the Securities Litigation Uniform Standards Act of 1998 (SLUSA), state courts lack subject matter jurisdiction over ’33 Act suits. This case will address what has become a significant issue in IPO-related securities class action litigation, particularly in California, which is whether or not the plaintiffs’ state court securities class lawsuits can be removed to federal court or must be remanded back to state court.
Continue Reading Supreme Court Agrees to Hear Whether State Courts Retain Jurisdiction for IPO Securities Suits
Guest Post: Court of Appeals Warns Against Complacency in the PSLRA’s Safe Harbor
One of the most important ways a company can try to avoid potential liability under the federal securities laws is to incorporate precautionary disclosure in its public statements and regulatory filings. However, in a June 23, 2015 decision in In re Harman International Industries Securities Litigation (here), the D.C. Circuit provided a reminder to companies on the importance of keeping their precautionary disclosures up-to-date.
In the following guest post, Bruce A. Ericson and Stacie Kinser of the Pillsbury Winthrop Shaw Pittman LLP law firm take a detailed look at the D.C. Circuit’s recent opinion and consider the decision’s practical implications for companies’ precautionary disclosures. Ericson is a partner and Kinser is an associate at the Pillsbury law firm. Ericson is also Managing Partner of Pillsbury’s San Francisco Office, and Co-Head of Pillsbury’s Securities Litigation and Enforcement Team. A version of this article previously was published as a Pillsbury client alert and on Law 360.
I would like to thank Bruce and Stacie for their willingness to publish their article as a guest post on my site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Bruce and Stacie’s guest post.
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SEC Rule 10b-5 makes it unlawful to misstate a material fact (or omit to say something if the omission would render misleading what you do say) in connection with the purchase or sale of a security. The Private Securities Litigation Reform Act (PSLRA) created a safe harbor for statements that are forward-looking and accompanied by meaningful cautionary language. In a recent decision, the D.C. Circuit revisited the standard for forward-looking statements, and placed special emphasis on the accompanying cautionary language, holding that statements which fail to account for historical facts cannot be meaningful. The opinion should serve as a timely reminder for companies to review and update their cautionary language.
Continue Reading Guest Post: Court of Appeals Warns Against Complacency in the PSLRA’s Safe Harbor
First Circuit, Applying Tellabs, Reverses Securities Case Dismissal
When the United States Supreme Court issued its June 21, 2007 opinion in the Tellabs case, media commentators generally viewed it as a defense victory. My own view (expressed here), was that the decision represented more of a draw, and that the practical impact would vary from Circuit to Circuit. The suggestion that Tellabs
Tellabs 7th Circuit Redux: Why it Matters
In a decision noteworthy both for the prominence of the case and for the implications of its analysis, the Seventh Circuit, hearing the Makor Issues & Rights Ltd. v. Tellabs Incorporated case on remand from the U.S. Supreme Court, has once again reversed the district court’s dismissal of the case.
The Supreme Court, in its