Julia Alonzo
Senior Counsel
Julia Alonzo is a senior counsel in the Litigation Department with a focus on securities and corporate governance litigation. She is experienced in complex civil securities matters and parallel proceedings, including federal securities class actions, shareholder derivative lawsuits, internal investigations, and SEC investigations. In addition, Julia has represented numerous companies facing litigation relating to pending M&A transactions. Julia is also a member of Proskauer’s Asset Management Litigation team.
Julia writes on topics relating to all aspects of civil securities litigation. She regularly updates a definitive treatise on shareholder derivative law, Shareholder Derivative Litigation: Besieging the Board. She is also the co-editor of Proskauer’s Corporate Defense & Disputes blog, which focuses on federal securities litigation, as well as the Minding Your Business blog on commercial litigation.
Julia maintains an active pro bono practice, with a focus on asylum, child welfare issues, and housing law.
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Last week, the Fifth Circuit reversed a decision from the United States District Court for the Northern District of Texas that had dismissed a class action against Six Flags Entertainment Corporation. The complaint in Oklahoma Firefighters Pension and Retirement System v. Six Flags Entertainment Corp., et al., alleged Six Flags and its former CEO and … Continue Reading
In the first insider trading case involving cryptocurrencies, a crypto trader was convicted of insider trading in federal district court and recently sentenced to 10 months in prison. The defendant, Nikhil Wahi, pleaded guilty in the U.S. District Court for the Southern District of New York to illegally trading on information tipped by his brother, … Continue Reading
Representatives of asset managers often take up positions on the boards of portfolio companies. We have written posts before on some of the litigation and regulatory risks that can arise, both for the asset managers and the individuals including: Portfolio Company Risk: Plaintiffs Set Sights on Sponsors and Board Directors, The Trend of Increasing Disclosure Obligations for Private … Continue Reading
Both the head of the Commodity Futures Trading Commission (CFTC) and leader of the SEC agree that the crypto markets need regulating, and specific rules may help clarify which agency has authority to regulate various cryptocurrency activities. The client alert below discusses both CFTC Chairman Rostin Behnam’s comments and SEC Chair Gary Gensler’s remarks during … Continue Reading
The Second Circuit Court of Appeals recently issued a decision that may prevent the expansion of scheme liability under the federal securities laws. The SEC brought scheme liability allegations against Rio Tinto, its CEO, and its CFO, based on their alleged failure to correct prior materially misleading statements that had been made to the company’s … Continue Reading
On August 25, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new disclosure rule implementing the Dodd-Frank Act’s requirement that public companies disclose the relationship between compensation paid to executives and the company’s financial performance. SEC Chair Gary Gensler’s stated purpose of the new rule, commonly known as the “pay versus … Continue Reading
In Jarkesy v. Securities and Exchange Commission, the Court of Appeals for the Fifth Circuit issued a remarkable opinion holding numerous aspects of the SEC’s administrative enforcement regime are unconstitutional. The May 18, 2022 ruling stands to eliminate the SEC’s ability to adjudicate enforcement actions seeking penalties using ALJs, rather than bringing suit in federal … Continue Reading
In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world are continuing to address compliance with these sanctions. To that end, the SEC recently issued guidance on how companies affected by the Russian … Continue Reading
This week, our corporate colleagues published a handy guide to the SEC’s new proposed rules on SPACs. Of particular note to securities watchers should be potential increases in litigation stemming from changes to the definition of “blank check company” for the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The SEC has long given … Continue Reading
The Securities and Exchange Commission’s Division of Examinations recently announced its examination priorities for fiscal year 2022: Private Funds; Environmental, Social, and Governance (“ESG”) Investing; Standards of Conduct; Information Security and Operational Resiliency; and Emerging Technologies and Crypto-Assets. The Division seeks to provide investors and registrants with transparency into these areas, and that it expects registrants to … Continue Reading
On Thursday, March 24th, the Securities and Exchange Commission announced an agenda for a March 30th open meeting for the Divisions on Corporate Finance and Investment Management. The meeting has only one agenda item: SPACs, shell companies, and projections. In December 2021, SEC Chair Gary Gensler compared SPACs to traditional IPOs, and noted that there … Continue Reading
Last week, the U.S. Securities and Exchange Commission proposed a set of sweeping new rules requiring public companies to disclose climate-related risks in their registration statements and periodic reports. Under the proposed rules, public companies would have to disclose the actual and potential impacts of climate change on their business, management and governance processes to … Continue Reading
In an era where TikTok stars outearn scores of CEOs of top earning publicly traded companies, executive compensation is no less important to the investing public or to companies striving to attract and retain top talent. Indeed, just this year the CEO of Starbucks received a 39% pay increase. Such soaring executive compensation has not … Continue Reading
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company not involved in that deal. The January 14, 2022 decision in SEC v. Panuwat (N.D. Cal.) marks the first time … Continue Reading
One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the “PSLRA”). Following the enactment of the PSLRA in 1995, federal courts must stay discovery in securities-law cases until after a complaint … Continue Reading
In the financial world, 2020 was the year of the SPAC. During the past few years, many Silicon Valley start-ups were chomping at the bit to get listed and cash out via initial public offering (IPO). And in 2020, over half of the companies that went public did so using a SPAC. Exchanges are also … Continue Reading
On December 11, 2020, the United States Supreme Court granted certiorari in a shareholder securities litigation against Goldman Sachs.[1] On appeal, Goldman argues that federal securities law permits issuer defendants in purported class actions to rebut the presumption of reliance where the alleged misstatements are of such a generic nature that they could not be … Continue Reading
Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and held that a malfeasant executive’s knowledge could be imputed to his or her company when the executive acted with apparent authority. The … Continue Reading
As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws (see here) and fee-shifting bylaws (now prohibited in Delaware for stock corporations as discussed here). A novel approach, utilized by at least three Florida corporations, is … Continue Reading
Introduction written by Tanya Dmitronow and Julia Pizzi. Full analysis written by Sarah Gold and Richard Spinogatti. Although they often involve overlapping issues, shareholder derivative lawsuits are fundamentally different from securities class actions. While the object of a securities class action is to hold the company (and, perhaps, its directors and officers) liable for harming investors and … Continue Reading
Remember corporate raiders, green-mailers, and sharks? They have all moved up town and been embraced by ISS and its institutional investor clients as shareholder activists committed to corporate ‘‘reform.’’ Cheap capital and the expanded use of derivatives to accumulate enormous equity positions both quickly and quietly have fueled a binge that has more than tripled … Continue Reading
Fifth Circuit Revives Securities Class Action Against Six Flags
First-of-its-Kind Crypto Insider Trading Conviction
In The Zone? When Directors of Portfolio Companies Have to Take Creditor Interests into Account
CFTC Head Urges Congressional Action on Crypto while SEC Leader Says Crypto Rulemaking is “Years Away”
New York Law Journal: What Makes a Scheme
By Margaret A. Dale, Mark Harris, Julia Alonzo and Joseph Hartunian on Posted in SEC Enforcement
SEC Adopts Long-Awaited Pay Versus Performance Disclosure Rule
By Julia Alonzo and Amy Gordon on Posted in ERISA, Securities Law, Securities Regulatory
Fifth Circuit Holds SEC’s In-House Courts and Judges Unconstitutional
By Joshua M. Newville and Julia Alonzo on Posted in SEC Enforcement, Securities Law
SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures
SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions
SEC Division of Examinations Announces 2022 Examination Priorities
By Julia Alonzo and Amy Gordon on Posted in Hedge Funds, Private Investment Funds, Securities Law
Major SPAC News, Rules May Be Coming This Week
By Julia Alonzo and Corey I. Rogoff on Posted in SEC Enforcement, Securities Law, SPAC
SEC Proposes Broad New Climate Change Disclosure Requirements
Pay Versus Performance Takes Center Stage
By Julia Alonzo and Erica T. Jones on Posted in Labor & Employment, Securities Law, Securities Regulatory
SEC Defeats Motion to Dismiss Insider-Trading Complaint Alleging Novel “Shadow Trading” Theory
Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall
By Julia Alonzo on Posted in SEC Enforcement, Securities Law, Securities Litigation
SPACs Explained, in Five Minutes or Less
By Corey I. Rogoff and Julia Alonzo on Posted in Securities Regulatory, SPAC
Supreme Court to Consider Securities Class Action Issue
By Peter Duffy Doyle and Julia Alonzo on Posted in Financial Services, Securities Class Action, Securities Litigation
Ninth Circuit Rejects Adverse-Interest Exception in Fraud-on-the Market Securities Class Actions
By Julia Alonzo and Jonathan Richman on Posted in Securities Litigation
Southern District of Florida Case Challenging Bylaw Requiring Minimum Stake to Sue Dismissed
By Julia Alonzo and Jonathan Richman on Posted in Corporate Governance
Demand Futility in Delaware Derivative Actions
By Julia Alonzo, Richard Spinogatti, Sarah Gold and Tanya Dmitronow on Posted in Securities Litigation
Of Wolf Packs, Plans and Pills: Making Puppies Out of Predators
By Julia Alonzo and Ralph Ferrara on Posted in Corporate Governance
