Deciding Issue of First Impression, Fourth Circuit Holds Short-Seller Report Could Not Support Loss Causation – in Significant Cooley Win
On April 8, 2025, the US Court of Appeals for the Fourth Circuit affirmed the US District Court for the District of Maryland’s dismissal of all claims in Defeo et al. v. IonQ, Inc. et al., a securities class action asserting violations of § 10(b) and Rule 10(b)(5), § 14(a) […]
In Rare Dismissal of Up-C Reorganization Case, Chancery Court Holds That Claim Is Derivative, Not Direct
On April 10, 2025, the Delaware Court of Chancery granted a motion to dismiss in a breach of fiduciary duty action arising from BGC’s conversion from an Up-C corporation to a traditional full C corporation. While multiple fiduciary duty cases involving Up-C reorganizations have been filed recently in the Delaware Court […]
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players, According to Cornerstone Research
Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reports that, in 2024, both total settlement dollars and the median settlement amount declined from 2023, though they remained at high levels compared to the past decade. Cornerstone is changing the […]
‘Come In and Register’ – Now With Directions
For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation Finance released its first real roadmap for […]
Crypto Shake-Up: Narrowing Risks, From Securities Scrutiny to Consumer Claims
Crypto is now in Washington’s good graces – or at least that’s how it may seem. The return of the Trump administration has injected new energy into the crypto asset space, with sweeping rhetoric about “unleashing innovation” and a flurry of early moves that suggest a dramatically more hands-off regulatory approach. […]
Stays of Derivative Actions Pending Resolution of Related Securities Class Actions
Editor’s note: Authored by Amanda Main, Tijana Brien and Tara Levens, this article was originally published in the American Bar Association’s Class Action & Derivative newsletter Companies facing securities class actions also often face one or more derivative lawsuits based on the same underlying facts. But simultaneously litigating securities class […]
Delaware Amends Section 220 – Will Scope of ‘Books and Records’ Production Be Limited?
On March 25, 2025, the Delaware Legislature enacted Senate Bill 21, significantly amending the Delaware General Corporation Law. Among its notable changes is an effort to narrow document production under Section 220, which governs stockholders’ access to corporate books and records – though questions remain whether a “compelling need” exception […]
SEC Now Requires Commission Approval for Subpoenas, but Says It Is Not ‘Walking Away’ From Enforcement
On March 10, 2025, the US Securities and Exchange Commission (SEC) adopted a final rule that will require a majority of the Commissioners to agree before the SEC formally opens an investigation. For the past 15 years, that power had been delegated to the SEC’s director of the Division of […]
On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2) Likewise Requires Tracing
On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities Act of 1933. Following the US Supreme Court’s unanimous decision in June 2023 […]
SEC Announces New Cyber and Emerging Technologies Unit
On February 20, 2025, the US Securities and Exchange Commission (SEC) announced the creation of a new enforcement unit – the Cyber and Emerging Technologies Unit (CETU). The SEC’s announcement made clear that the new unit would replace the existing Crypto Assets and Cyber Unit, which was created in 2017, substantially […]