Tanya Dmitronow
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Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy company, Alliance Boots GmbH. In re Walgreen Co. Stockholder Litigation, No. 15-3799 (7th Circ. Aug. 10, 2016). Judge Posner’s sharply-worded opinion endorsed … Continue Reading
Last month, the SEC announced that it had adopted amendments updating the rules of practice governing its in-house administrative proceedings. On August 9, 2016, Compliance Week published an article on the recently-adopted amendments, entitled, SEC modifies administrative proceedings, but did it go far enough? The article features insights from Proskauer partner Joshua Newville, who discusses … Continue Reading
Last week, representatives of the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) participated in Sandpiper Partners LLC’s Annual SEC/DOJ Enforcement 2016 Panel at the Metropolitan Club. Participants included: Stephanie Avakian (Deputy Director, Division of Enforcement, SEC), Nicole Friedlander (Chief, Complex Frauds and Cybercrime Unit, U.S. Attorney’s Office, Southern District … Continue Reading
On March 4, 2016, the U.S. Court of Appeals for the Second Circuit reinforced the stringency of the new standard for liability in securities cases arising from allegedly misleading statements of opinion. Construing the Supreme Court’s 2015 Omnicare decision, the Second Circuit held in Gen. Partners Glenn Tongue v. Sanofi Pharmaceuticals, Inc. that a statement … Continue Reading
Last week, in the consolidated cases of Charles Hill, Jr. v. SEC (No. 15-12831) and Gray Financial Group, Inc. v. SEC (No. 15-13738), the U.S. Court of Appeals for Eleventh Circuit heard oral argument on the question of whether federal district courts have jurisdiction to review constitutional challenges to SEC administrative enforcement proceedings. The Eleventh … Continue Reading
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 Second Circuit last week affirmed the conviction of a former corporate executive on charges of insider trading. The court’s unpublished decision on January 14 in United States v. Riley held that the Government had adduced sufficient evidence that the defendant had received a personal benefit – in the form of investment advice – in exchange … 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
Yesterday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and do not win. The legislation also allows Delaware corporations to designate Delaware – but not any other state – as the exclusive forum for … Continue Reading
On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue to be able to adopt fee-shifting bylaws). The bill, Senate Bill No. 75, would also confirm the Court of Chancery’s decision in Boilermakers Local 154 … Continue Reading
On March 25, 2015, U.S. Representative Jim Himes introduced the Insider Trading Prohibition Act. The bill is the latest in a series of efforts to define insider trading following the Second Circuit’s decision last year in United States v. Newman. We have blogged previously about similar legislation introduced by U.S. Senators Jack Reed and Bob … Continue Reading
The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion expressed. However, the statement of opinion can be actionable on an omissions theory if the registration … Continue Reading
In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the proposed amendment to the Delaware General Corporation Law (DGCL) that would eliminate the ability of Delaware stock corporations to impose liability for … Continue Reading
Ever since the U.S. Court of Appeals for the Second Circuit issued its landmark decision in United States v. Newman, debate has raged about whether the court has sanctioned insider trading or has appropriately restrained the Government’s efforts to prosecute innocent market conduct – and whether the judiciary, rather than Congress, should be defining and … 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
The Ninth Circuit recently joined the debate on whether the heightened pleading standard of Fed. R. Civ. P. 9(b) or the more relaxed notice-pleading standard of Fed. R. Civ. P. 8(a) applies to pleading loss causation for a federal securities-law claim. The Ninth Circuit sided with those Circuits holding that Rule 9(b) applies to loss … Continue Reading
The D&O Diary featured a version of this post, entitled “New Debate in January on Delaware Bylaws re Shareholder Liability,” as a guest blog post. Many thanks to Kevin LaCroix of The D&O Diary for publishing our post. The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of … Continue Reading
The US Supreme Court ruled on Monday that class action defendants need not provide evidentiary submissions in support of their attempts to remove a case from state to federal court. Rather, they need only include in their notice of removal a “plausible allegation” that the amount in controversy exceeds the jurisdictional threshold. In Owens v. … Continue Reading
We recently wrote that critics, including Judge Jed Rakoff, have been questioning the SEC’s policy of increasingly bringing enforcement actions in its administrative forum rather than federal court. We noted that several cases had been filed recently that challenged the constitutionality of the SEC’s administrative proceedings. The first of those cases has now been decided: … Continue Reading
Inside Counsel interviewed Jonathan Richman, partner and co-head of our Securities Litigation Practice, regarding the high-profile Second Circuit decision last week overturning the insider-trading convictions of Todd Newman and Anthony Chiasson. The article discusses issues likely to arise in any appeal by the government to the Second Circuit Court of Appeals for en banc review, or to the … Continue Reading
The SEC is increasingly bringing enforcement actions in its administrative forum rather than federal district court, setting the stage for a legal and policy battle over this tactic. The SEC’s approach has been made possible by a series of legislative enhancements to the agency’s enforcement powers that began with the passage of the Securities Enforcement … Continue Reading
During oral arguments in Omnicare v. Laborers District Council last week, the Supreme Court appeared to signal a rejection of the Sixth Circuit Court of Appeals’ position that a sincerely held statement of opinion or belief may be actionable under the Securities Act of 1933 simply because it was incorrect. The case concerns statements such … 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
Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements
By Edward Canter and Tanya Dmitronow on Posted in Class Settlement, Securities Law, Securities Litigation
Joshua Newville Discusses Amendments to Rules Governing SEC Administrative Proceedings with Compliance Week
By Edward Canter and Tanya Dmitronow on Posted in SEC Enforcement, Securities Litigation, Securities Regulatory, White Collar
Key Takeaways from SEC/DOJ Enforcement Panel
By Russell Kostelak and Tanya Dmitronow on Posted in SEC Enforcement, Whistleblower, White Collar
Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion
By Jonathan Richman, Philip Arnold and Tanya Dmitronow on Posted in Corporate Governance, Securities Litigation, Securities Regulatory
Eleventh Circuit Considers Challenge to SEC Administrative Proceedings
By Edward Canter and Tanya Dmitronow on Posted in SEC Enforcement, Securities Litigation
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
Second Circuit Rejects Riley Appeal over Personal-Benefit Standard for Insider Trading
By Jonathan Richman, Russell Kostelak and Tanya Dmitronow on Posted in Securities Litigation, White Collar
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
Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Corporate Governance, Securities Law, Securities Litigation
Delaware Legislature to Consider New Fee-Shifting Legislation
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Securities Law, Securities Litigation, Securities Regulatory
Third Congressional Proposal to Define Insider Trading
By Edward Canter, Jonathan Richman and Tanya Dmitronow on Posted in Securities Law, Securities Litigation
Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements
By Jonathan Richman and Tanya Dmitronow on Posted in Securities Law
State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting Bylaw
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Securities Law, Securities Litigation
After Newman, Congress Seeks to Define Insider Trading
By Edward Canter, Jonathan Richman and Tanya Dmitronow on Posted in Securities Law, 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
Ninth Circuit Clarifies Pleading Standard for Securities-Fraud Claims
By Jonathan Richman and Tanya Dmitronow on Posted in Securities Law, Securities Litigation
Delaware Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders
By Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Corporate Governance, Securities Law
Supreme Court Clarifies the Standard Governing Removal of Class Action Cases to Federal Court
By Lawrence Elbaum, Tanya Dmitronow and Tracey Silver on Posted in Securities Litigation
District Court Rejects Constitutional Challenge to SEC Administrative Proceedings
By Scott Fishwick and Tanya Dmitronow on Posted in SEC Enforcement
Inside Counsel Interviews Jonathan Richman on the Second Circuit Decision in U.S. v. Newman
By Jonathan Richman and Tanya Dmitronow on Posted in Securities Law, White Collar
Critics Question SEC’s Increasing Use of Administrative Enforcement Proceedings
By Scott Fishwick and Tanya Dmitronow on Posted in SEC Enforcement
Supreme Court May Reject Argument that Opinion Statements Are Actionable Simply Because False
By Jonathan Richman and Tanya Dmitronow on Posted in Corporate Governance, Securities Litigation, Securities Regulatory
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
