Search results

Order by most recent / most popular / relevance

Results: 1-10 of 13

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
-
USA
-
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.”

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
-
USA
-
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

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
-
USA
-
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

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
-
USA
-
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

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

Sheppard Mullin Richter & Hampton LLP
-
USA
-
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.”

United States Supreme Court holds that the "maker" of a statement for Rule 10b-5 purposes is the person or entity with ultimate authority over the statement

Sheppard Mullin Richter & Hampton LLP
-
USA
-
June 20 2011

In Janus Capital Group, Inc. v. First Derivative Traders, No. 09-525, 2011 WL 2297762 (U.S. Jun. 13, 2011) (Thomas, J.), the United States Supreme Court held that purposes of a securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. 78j(b), and Rule 10b-5 , 17 C.F.R. 240.10b-5, promulgated thereunder, the “maker” of an allegedly false or misleading statement is the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it

Second Circuit clarifies standard regarding knowledge of facts that constitute a securities fraud violation for purposes of triggering the two-year statute of limitations for Rule 10b-5 claims

Sheppard Mullin Richter & Hampton LLP
-
USA
-
March 16 2011

In City of Pontiac General Employees' Retirement System v MBIA, Inc, 2011 US App LEXIS 3813 (2d Cir. Feb. 28, 2011), the United States Court of Appeals for the Second Circuit delineated the standard needed to asses how much information a reasonably diligent investor must have about the facts constituting a securities fraud violation before those facts are deemed “discovered” for purposes of triggering the statute of limitations for a claim under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), and Securities & Exchange Commission (“SEC”) Rule 10b-5, 17 C.F.R. 240.10b-5

United States Supreme Court reiterates materiality standard for securities fraud claims under rule 10b-5

Sheppard Mullin Richter & Hampton LLP
-
USA
-
March 29 2011

In Matrixx Initiatives, Inc v Siracusano, No 09-1156, 2011 WL 977060 (US Mar 22, 2011), the United States Supreme Court (Sotomayor, J) held unanimously that the materiality of an alleged false or misleading statement or omission for purposes of pleading a violation of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), and Securities & Exchange Commission Rule 10b-5, 17 C.F.R. 240.10b-5, is inherently fact-specific, depending upon whether a “reasonable investor” would have viewed the relevant information “as having significantly altered the total mix of information made available.”

Tenth Circuit holds that "forced sellers" resulting from a squeeze out merger lack standing to assert claims under Sections 11 and 12(a)(2) Securities Act of 1933

Sheppard Mullin Richter & Hampton LLP
-
USA
-
September 13 2011

In Katz v. Gerardi, No. 10-1407, 2011 WL 3726279 (10th Cir. Aug. 25, 2011), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of claims alleging violations of Section 11 and Section 12(a)(2) of the Securities Act of 1933 (the “1933 Act”), 15 U.S.C. 77k, 77l(a)(2), against a real estate investment trust (“REIT”

Eleventh Circuit reverses in part securities fraud judgment against clearing broker in an action brought by the SEC

Sheppard Mullin Richter & Hampton LLP
-
USA
-
June 18 2012

In Securities & Exchange Commission v. Goble, 2012 WL 1918819 (11th Cir. May 29, 2012), the United States Court of Appeals for the Eleventh Circuit held that the recording of a sham transaction in the corporate books did not constitute “securities fraud” in violation of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. 78j(b), and Securities & Exchange Commission (“SEC”) Rule 10b-5, 17 C.F.R. 240.10b-5, because “a misrepresentation that would only influence an individual’s choice of broker-dealers cannot form the basis for 10(b) securities fraud liability.”