Corporate Defense and Disputes

Important developments in U.S. securities law, white collar criminal defense, regulatory enforcement and other emerging issues impacting financial services institutions, publicly traded companies and private investment funds

Ann Ashton

Ann Ashton

Partner

Ann Ashton is a partner in the Litigation Department, a member of the Securities Litigation Group and head of the Litigation practice in Washington, D.C. Ann has a wide range of experience in complex litigation matters and parallel proceedings, including securities class actions and individual litigation, shareholder derivative litigation, criminal and civil enforcement proceedings before various federal and state entities, corporate internal investigations, ERISA class action litigation and market conduct class actions and individual litigation. Prior to joining Proskauer, she was a partner and co-head of the Securities, M&A and Corporate Governance Litigation Practice Group at Dewey & LeBoeuf.

Ann is part of a team that practices in the intersection where class actions, shareholder derivative suits, SEC enforcement matters and white collar prosecutions meet.

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Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery last week dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.’s acquisition of Trulia, Inc. The court’s decision held that the supplemental disclosures that formed the basis of the settlement were not “material or even helpful to Trulia’s … Continue Reading

Supreme Court to Review Insider-Trading Decision on Personal Benefit

The Supreme Court agreed today to review the Court of Appeals for the Ninth Circuit’s decision concerning the “personal benefit” required to establish a claim for insider trading.  The grant of certiorari in Salman v. United States (No. 15-628) could resolve a possible split between the Ninth Circuit and the Second Circuit on the type of … Continue Reading

9th Circuit’s Insider-Trading Decision in US v. Salman

The U.S. Court of Appeals for the Ninth Circuit appears to have rebuffed aspects of the Second Circuit’s recent effort to narrow liability for insider trading. The Ninth Circuit’s decision today in United States v. Salman holds that insiders can engage in insider trading if they disclose material nonpublic information with the intent to benefit … Continue Reading

Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou

Originally published as a Proskauer Client Alert. The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to which the federal securities laws apply to securities transactions involving transnational elements. The Morrison decision had … Continue Reading

Ralph Ferrara on Real-World Crisis Management

Proskauer litigator Ralph Ferrara spoke last week on real-world crisis management – “event horizons and black holes” – at PLI’s 46th Annual Securities Regulation Institute in New York. Recently named to the inaugural class of the Securities Docket’s Enforcement Hall of Fame, Mr. Ferrara presented a complex hypothetical and discussed financial statement disclosure litigation and … Continue Reading

So Much for Bright-Line Tests on Extraterritorial Reach of U.S. Securities Laws?

In its landmark 2010 decision in Morrison v. National Australia Bank, the Supreme Court articulated what seemed to be a bright-line test for determining the extent to which the U.S. securities laws apply to transactions with international elements. In so doing, the Court harshly rejected the fact-intensive “conduct/effects” tests propounded several decades ago by the … Continue Reading

Whistleblower Antiretaliation Provision Does Not Apply Outside the U.S.

The Court of Appeals for the Second Circuit ruled today that the Dodd-Frank Act’s prohibition on retaliation against whistleblowers does not apply extraterritorially. In affirming the dismissal of the case on extraterritoriality grounds, the court declined in Liu v. Siemens AG to address another issue that has attracted attention: whether a person qualifies as a … Continue Reading

Presumption of Reliance Survives in Securities Cases, But Defendants Can Dispute Price Impact at Class Certification

The U.S. Supreme Court today declined to abandon the efficient-market theory, with its rebuttable presumption of reliance that enables securities class actions to proceed without proof of actual reliance on alleged misrepresentations or omissions. However, the Court’s ruling in Halliburton Co. v. Erica P. John Fund, Inc. allows defendants to try to show at the … Continue Reading
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