Priya Cherian Huskins

In a recent post, I took a look at the rise in the number of state court securities class action lawsuits that have been filed in the wake of the U.S. Supreme Court’s decision in the Cyan case. In the following guest post, Priya Cherian Huskins of Woodruff Sawyer & Co. takes a deeper look at the state court securities class action data to assess the extent of the threat of state court securities class action litigation relating to follow-on offerings. A version of this article was previously published in Woodruff-Sawyer’s D&O Notebook.  I would like to thank Priya for her willingness to allow me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Priya’s article.
Continue Reading Guest Post: Is it Really that Bad? Follow-On Offerings and Section 11 Suits in State Court

In a recent post, I commented on the settlement of a state court securities class action lawsuit relating to the defendant company’s secondary offering, suggesting in the post among other things that the state court suit was noteworthy because it was the first state court secondary offering-related securities suit of which I was aware. In response to the post, I received a helpful and informative email from my friends at Stanford Securities Litigation Analytics, who pointed out that over time there actually have been quite a number of state court secondary offering-related securities suits. Following their direction, I was able to research this issue further myself using their site’s analytic tools and confirm a number of their observations to me about these kinds of lawsuits. Turns out, as they informed me, there have in fact been a number of state court secondary offering-related securities lawsuits, both pre- and post-Cyan, as set out below. This information could have significant implications both for companies conducting secondary offerings and for their D&O insurers.
Continue Reading More About State Court Secondary Offering-Related Securities Class Action Suits

As readers will recall, in March 2018, the U.S. Supreme Court held in the Cyan case that state courts retain concurrent jurisdiction for liability actions under the Securities Act of 1933. Commentators have correctly identified this decision as primarily of concern to IPO companies. However, one question I regularly get is whether Cyan could mean that companies conducting secondary offerings could also face state court class action securities litigation. I have usually answered this question by saying that while it is theoretically possible, for a number of reasons I thought it was relatively unlikely. Besides, I usually have added, I am not aware of any class action lawsuits in which claimants have filed ’33 Act claims relating to a secondary offering in state court. That is, I was not aware – until now.
Continue Reading Secondary Offerings and State Court Securities Suits