Ralph Ferrara
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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
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
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
On Thursday, February 5, 2015, Ralph C . Ferrara, Robert J. Cleary and Jonathan E. Richman were invited to Proskauer’s Hedge Fund Breakfast Seminar to speak about the Second Circuit’s insider-trading ruling in Newman/Chaisson. The litigators provided the group of hedge fund professionals with a helpful overview of insider-trading laws, followed by an interesting discussion … Continue Reading
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
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
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
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
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
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
Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny
By Ann Ashton, Gregg Mashberg, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Corporate Governance, Mergers & Acquisitions, Securities Litigation
Supreme Court to Review Insider-Trading Decision on Personal Benefit
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Corporate Governance, Securities Litigation, White Collar
9th Circuit’s Insider-Trading Decision in US v. Salman
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Securities Litigation, White Collar
Proskauer Hedge Fund Seminar Recap: Fallout From the Second Circuit’s Insider-Trading Ruling
By Jonathan Richman, Ralph Ferrara, Robert Cleary and Rachel Wolkinson on Posted in Private Investment Funds, Securities Litigation, White Collar
Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Corporate Governance, International, Securities Litigation, White Collar
Ralph Ferrara on Real-World Crisis Management
By Ann Ashton, Ralph Ferrara and Tanya Dmitronow on Posted in Corporate Governance, Financial Services, Securities Litigation, White Collar
Of Wolf Packs, Plans and Pills: Making Puppies Out of Predators
By Julia Alonzo and Ralph Ferrara on Posted in Corporate Governance
So Much for Bright-Line Tests on Extraterritorial Reach of U.S. Securities Laws?
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Securities Litigation
Whistleblower Antiretaliation Provision Does Not Apply Outside the U.S.
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Securities Regulatory
Presumption of Reliance Survives in Securities Cases, But Defendants Can Dispute Price Impact at Class Certification
By Ann Ashton, Jonathan Richman, Ralph Ferrara and Tanya Dmitronow on Posted in Securities Litigation
