Second Circuit holds that SEC need not prove "proximate cause" for aiders and abettors under Section 20(e) of the Securities Exchange Act of 1934 *

USA - August 15 2012
In SEC v. Apuzzo, 2012 WL 3194303 (2d Cir. Aug. 8, 2012), the United States Court of Appeals for the Second Circuit clarified the standard for finding liability for aiding and abetting under Section 20(e) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78t(e).

Co-authors: John Stigi.

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Second Circuit addresses hybrid convertible securities and the "debt previously contracted" exceptions to Section 16(b) of the Securities Exchange Act of 1934 *

USA - July 25 2012
In Analytical Surveys, Inc. v. Tonga Partners, L.P., 2012 WL 1970389 (2d Cir. June 4, 2012), the United States Court of Appeals for the Second Circuit addressed (among other things) the scope of two exceptions that apply to liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b): the exception for derivative securities that do not have a fixed price and the exception for securities acquired in connection with a “debt previously contracted”.

Co-authors: John Stigi.

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Ninth Circuit rejects class action settlement, clarifies standards for cy pres remedies and plaintiff counsel's attorneys' fees *

USA - July 19 2012
In the recently published decision Dennis v. Kellogg Company, No. 11-55674, 2012 WL 2870128 (9th Cir. July 13, 2012), the Ninth Circuit reversed the district court’s approval of a purported $10.64 million settlement between defendant Kellogg and a class of consumers alleging false advertising.

Co-authors: Julia Click, Anna McLean.

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Second Circuit addresses materiality at the pleadings stage in two recent decisions *

USA - August 18 2011
In two recent decisions issued less than one week apart, Hutchison v. Deutsche Bank Securities Inc., 2011 WL 3084969 (2d Cir. July 26, 2011), and SEC v. Gabelli, 2011 WL 3250556 (2d Cir. Aug. 1, 2011), the United States Court of Appeals for the Second Circuit addressed motions to dismiss securities law claims based upon the immateriality of the defendants’ alleged misstatements or omissions.

Co-authors: John Stigi.

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Delaware Chancery Court considers scope of Section 220 books and records demand made where sole purpose is to investigate a potential derivative suit *

USA - June 13 2011
In Graulich v. Dell, Inc., 2011 WL 1843813 (Del. Ch. May 16, 2011), the Delaware Court of Chancery rejected a stockholder’s demand under Section 220 of the Delaware General Corporation Law (“Section 220”).

Co-authors: John Stigi.

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