Trends in 2024 Securities Class Actions: AI and Biotech Cases On the Rise, Second Circuit Bounces Back
Cornerstone Research recently issued its 2024 Year in Review report examining recent trends in securities class action filings. For the second year in a row, the number of securities class action filings saw an uptick, according to the report. As with 2023, the increase is attributed to a rise in […]
Delaware Supreme Court Reverses Chancery Court, Holds Business Judgment Review Applicable to Tripadvisor’s Decision to Reincorporate in Nevada
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to reincorporate in Nevada was subject to business judgment review because no existing or threatened litigation was alleged. […]
Don’t Celebrate Just Yet – Potential Litigation Risks Under the Trump Administration
The inauguration of President Donald J. Trump has been widely celebrated as the dawn of the first pro-crypto presidential administration – a dramatic shift from the Biden administration’s antagonistic stance on crypto. But the road ahead might not be as smooth as it seems. Sure, there’s reason for optimism. The […]
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 […]