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Ninth Circuit reiterates that district courts must analyze allegations of scienter "holistically" in determining whether a plaintiff has adequately pleaded securities fraud claims

Sheppard Mullin Richter & Hampton LLP
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USA
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January 8 2013

In In re VeriFone Holdings, Inc. Securities Litigation, 2012 WL 6634351 (9th Cir. Dec. 21, 2012), the United States Court of Appeals for the Ninth Circuit

Ninth Circuit declines application of loss causation principles in Dura Pharmaceuticals in connection with criminal securities fraud

Sheppard Mullin Richter & Hampton LLP
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USA
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December 9 2009

In United States v. Berger, No. 08-50171, 2009 WL 4141478 (9th Cir. Nov. 30, 2009), a three-judge panel of the United States Court of Appeals for the Ninth Circuit declined to apply loss causation principles in civil securities fraud litigation established by the United States Supreme Court in Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S. 336, 342-48 (2005), in connection with the sentencing of a defendant in a criminal securities fraud prosecution

Tenth Circuit holds corporate shareholders do not have standing under RICO to sue derivatively for alleged injuries to corporation

Sheppard Mullin Richter & Hampton LLP
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USA
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March 8 2010

In Bixler v. Foster, No. 09-2138, 2010 WL 597477 (10th Cir. Feb. 22, 2010), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of a class action lawsuit brought by minority shareholders of Mineral Energy and Technology Corporation (“METCO”) against its directors and lawyers

Ninth Circuit affirms dismissal of Section 14(a) class action holding that a share dilution theory for pleading economic loss is unsupported by case law

Sheppard Mullin Richter & Hampton LLP
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USA
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February 22 2010

In New York City Employees’ Retirement System v. Jobs, No. 08-16488, 2010 WL 309028 (9th Cir. Jan. 28, 2010), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a class action lawsuit against Apple, Inc. (“Apple”) and fourteen of its officers and directors for the alleged false and misleading proxy solicitation of a stock option plan on the ground that plaintiff-appellant did not adequately plead economic loss in the form of “dilution to shareholder interests.”

Delaware Chancery Court enjoins stockholder vote for lack of adequate disclosures in proxy statement

Sheppard Mullin Richter & Hampton LLP
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USA
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June 21 2010

In Maric Capital Master Fund, Ltd v PLATO Learning, Inc, CA No 5402-VCS (Del Ch May 13, 2010), the Court of Chancery of the State of Delaware granted plaintiff Maric Capital Master Fund's ("Maric") motion for a preliminary injunction to halt a stockholder vote on a proposed merger in which Thoma Bravo, LLC ("Thoma Bravo") would acquire PLATO Learning, Inc

Arizona federal district court holds that Securities & Exchange Commission need not allege wrongdoing on the part of CEO when pursuing reimbursement under Section 304 of Sarbanes-Oxley Act

Sheppard Mullin Richter & Hampton LLP
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USA
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June 15 2010

In Securities & Exchange Commission v Jenkins, No CV-09-1510-PHX-GMS, 2010 WL 2347020 (D Ariz Jun 9, 2010), the United States District Court for the District of Arizona held that the responsibility of a CEO under Section 304 of the Sarbanes-Oxley Act of 2002 (the "Act") to reimburse an issuer for bonuses, incentive compensation and stock sale proceeds he or she received in the year prior to a restatement of the issuer's financial statements does not require a showing that CEO committed or even knew of misconduct that led to the restatement

Supreme Court to decide fate of global warming litigation in American Electric Power Co. v. Connecticut

Sheppard Mullin Richter & Hampton LLP
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USA
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December 22 2010

On December 6, 2010, the Supreme Court granted certiorari in American Electric Power Co. v. Connecticut, a federal nuisance case on appeal from the Second Circuit

United States Supreme Court clarifies statute of limitations for private securities fraud actions

Sheppard Mullin Richter & Hampton LLP
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USA
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May 7 2010

In Merck & Co. v. Reynolds, No. 08-905, 2010 U.S. LEXIS 3671 (Apr. 27, 2010), the Supreme Court of the United States held that a private securities fraud claim accrues for statute of limitations purposes at the earlier of when (1) the plaintiff does in fact discover, or (2) a reasonably diligent plaintiff would have discovered, “the facts constituting the violation.”

Delaware Supreme Court clarifies law regarding standing of plaintiff-shareholders to bring a post-merger double derivative action

Sheppard Mullin Richter & Hampton LLP
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USA
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October 28 2010

In Lambrecht v. O’Neal, No. 135, 2010, 2010 WL 3397451 (Del. Aug. 27, 2010), the Supreme Court of Delaware answered a certified question of Delaware law from the United States District Court for the Southern District of New York regarding the standing of a plaintiff-shareholder of a parent corporation to bring a “double derivative” action following a merger

Third Circuit rejects the "fraud-created-the-market" theory of reliance in a Section 10(b) private securities fraud action

Sheppard Mullin Richter & Hampton LLP
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USA
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September 20 2010

In Malack v BDO Seidman, LLP, No 09-4475, 2010 WL 3211088 (3d Cir Aug 16, 2010), the United States Court of Appeals for the Third Circuit declined to recognize a presumption of reliance based upon the so-called “fraud-created-the-market” theory to state a claim under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), and, consequently, satisfy the predominance requirement of Federal Rule of Civil Procedure 23(b)(3) for certifying a class

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