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Supreme Court rules loss causation need not be proven at class certification

Holland & Knight LLP
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USA
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June 20 2011

On June 6, 2011, the U.S Supreme Court ruled that plaintiffs in securities fraud actions do not need to prove loss causation at the class certification stage

Delaware Chancery Court decides case on timing of annual stockholders meetings and advance notice requirements for stockholder proposals

Holland & Knight LLP
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USA
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June 20 2011

On June 3, 2011, the Delaware Court of Chancery refused to enjoin a stockholders meeting and enforced an advance notice requirement regarding stockholder proposals imposed by the company's proxy statement rather than its bylaws

Florida court rejects the SEC's single-factor transaction-based broker test for finders

Holland & Knight LLP
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USA
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June 6 2011

In the "finder" friendly opinion, a Florida court rejected the SEC's single-factor, transaction-based compensation test for determining "broker" status under the Exchange Act and held that an array of non-exclusive factors should be evaluated when determining whether a finder engages in broker activity thus requiring the finder to register as a "broker" under the Exchange Act

Southern District of New York dismisses Madoff suit by foreign investors under SLUSA

Holland & Knight LLP
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USA
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December 12 2011

On November 29, 2011, the Southern District of New York (SDNY), dismissed claims by a class of foreign plaintiffs who invested in foreign feeder funds that invested in the ponzi scheme orchestrated by Bernard L. Madoff ("Madoff") and Bernard L. Madoff Investment Securities LLC ("Madoff Securities"

Federal court holds that stock trades pursuant to 10b5-1 plans are evidence of scienter

Holland & Knight LLP
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USA
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February 7 2012

On November 23, 2011, the U.S. District Court for the Southern District of California denied a motion for summary judgment made by defendants in a securities fraud class action based, in part, on the grounds that the defendants' 10b5-1 trading plans were evidence of scienter

Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business

Holland & Knight LLP
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USA
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November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders

Cornerstone Research releases report on securities class action settlements in 2011

Holland & Knight LLP
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USA
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March 26 2012

Cornerstone Research recently released its annual report on securities class action settlements for 2011

Two say-on-pay related derivative suits recently dismissed

Holland & Knight LLP
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USA
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March 26 2012

Recently, two say-on-pay related derivative suits were dismissed by courts in California and Maryland

Delaware Court of Chancery upholds confidentiality agreements and temporarily enjoins hostile bid

Holland & Knight LLP
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USA
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May 22 2012

In a recent case, the Delaware Court of Chancery upheld a pair of confidentiality agreements and temporarily enjoined an acquiror from prosecuting a proxy contest and proceeding with a hostile bid for its industry rival

SEC gets five years to seek civil penalties for fraud

Holland & Knight LLP
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USA
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March 18 2013

On February 27, 2013, the U.S. Supreme Court decided that if the SEC wants to bring civil penalties against an investment adviser for fraud, there is

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