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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

Federal Court keeps FHFA's mortgage-backed securities case against UBS alive

Holland & Knight LLP
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USA
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May 22 2012

On May 4, 2012, the United States District Court for the Southern District of New York rejected UBS Americas, Inc.'s motion to dismiss federal securities claims brought against it by the Federal Housing Finance Agency

Second Circuit clarifies Section 10(b) duty to update and Rule 10b-5 pleading standard

Holland & Knight LLP
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USA
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March 22 2010

On March 1, 2010, the Second Circuit Court of Appeals affirmed in part and vacated in part a securities class action brought against a company for failing to update investors concerning problems with an agreement with the United States Postal Service (USPS) to serve as the preferred provider of USPS's electronic postmark

Court holds that CFO has no duty to correct statements made by another officer

Holland & Knight LLP
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USA
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June 7 2010

The Third Circuit Court of Appeals recently held that "the plain language of 10(b) and corresponding Rule 10b-5 do not contemplate the general failure to rectify misstatements of others."

Court holds that common stock does not include ADSS for purposes of indenture

Holland & Knight LLP
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USA
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April 19 2010

The Second Circuit court recently held that a reference to "a class of common stock traded on a United States national securities exchange" should not be read to include American Depositary Shares (ADSs) trading on the NYSE within the meaning of the indenture

U.S. Supreme Court sides with plaintiffs in securities fraud statute of limitations case

Holland & Knight LLP
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USA
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May 3 2010

After years of rulings in securities fraud cases that are generally considered to favor defendants, the Supreme Court recently issued a unanimous, plaintiff-friendly ruling regarding the two-year statute of limitations for such cases

Law firm not liable for Refco fraud

Holland & Knight LLP
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USA
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May 3 2010

Although a Mayer Brown lawyer was criminally convicted of securities fraud and sentenced to seven years of prison for his role in helping Refco, Inc. create sham transactions and make false SEC filings, the Second Circuit recently held that the lawyer and his former firm could not be liable for civil securities fraud under Section 10(b) of the Securities Exchange Act

Supreme Court slams the U.S. courthouse doors on securities class action plaintiffs’ lawyers representing foreign investors

Holland & Knight LLP
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USA
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July 12 2010

In a continuing trend to limit Section 10(b) securities fraud actions, the U.S. Supreme Court held that there is no cause of action in the United States for plaintiffs who purchase securities on foreign exchanges

Court permits company to exclude shareholder proposal

Holland & Knight LLP
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USA
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March 22 2010

Rather than go through the SEC process for excluding shareholder proposals, an issuer sought a declaratory judgment from the District Court for the Southern District of Texas that it may exclude a shareholder proposal from its proxy statement

SEC charges corporate attorney and Wall Street trader in $32 million insider trading ring

Holland & Knight LLP
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USA
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May 2 2011

On April 6, 2011, the SEC charged a corporate attorney and a Wall Street trader with insider trading in advance of at least 11 merger and acquisition announcements between April 2006 and March 2011 involving clients of the law firm where the attorney worked

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