SEC Announces FY2024 Enforcement Results, Including Record-breaking Financial Remedies
The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2024, during which the SEC obtained the highest amount of financial remedies in history—$8.2 billion, representing a 66% increase from FY2023. Over half of that amount is attributable to a $4.5 billion settlement following the SEC’s […]
10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win
On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first impression, holding that an open-market transaction must be “accompanied by plausibly alleged […]
Securities Litigation + Enforcement Highlights From Q2 + Q3 2024
Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware courts, precedent-setting cases in the US Supreme Court and appellate courts, and recent developments at the Securities and Exchange Commission […]
Recent Trends in Parallel Derivative Action Settlement Outcomes
A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions. Derivative lawsuits refer to lawsuits brought by shareholders on behalf of a company. Often, derivative actions take the form of “follow-on” lawsuits […]
Delaware Court of Chancery Finally Dismisses a de-SPAC Complaint
Since Vice Chancellor Lori Will’s seminal decision in In re MultiPlan Corp. Stockholders Litigation in January 2022, the Delaware Court of Chancery has seen a wave of lawsuits accusing special purpose acquisition companies (SPACs) of breaching their fiduciary duties through material misstatements or omissions in their de-SPAC proxy statements. Time and […]
Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.
Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance policies. In many public company M&A deals, the shareholders of the target or acquired company will file a lawsuit challenging […]
SEC Remains Focused on Disclosure of Cybersecurity Incidents
Recent Securities and Exchange Commission (SEC) enforcement action and statements by SEC officials show that the Commission remains focused on disclosures regarding cybersecurity incidents. On May 21, 2024, Erik Gerding, director of the SEC’s Division of Corporate Finance, issued a statement to clarify that public companies are only required to […]
Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’
A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming the district court’s dismissal of securities fraud claims, the Ninth Circuit made clear that “[d]issatisfaction with […]
US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)
On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule 10b-5(b). SCOTUS made clear that an omission is only actionable if it […]
Securities Litigation + Enforcement Highlights From Q1 2024
To kick off 2024, Cooley’s securities litigation + enforcement practice guided clients through significant developments in securities law, shared insights on recent trends in securities filings and settlements, and earned a spot on The American Lawyer’s Litigation Daily Litigator of the Week Runners-Up and Shout Outs list for securing an […]