SEC Charges Alternative Data Provider With Misrepresenting Data Sources

What happened Last week the SEC brought securities fraud charges against App Annie and its co-founder and former CEO and Chairman Bertrand Schmitt for engaging in deceptive practices and making material misrepresentations about how App Annie’s alternative data was derived. App Annie and Schmitt agreed to pay $10 million and […]

Plumbers & Steamfitters Local v. Danske Bank: Second Circuit Affirms Dismissal of Securities Class Action Arising from Money Laundering at Estonian Branch of Denmark Bank

Summary On August 25, 2021, the Second Circuit unanimously affirmed the lower court’s dismissal of a securities class action accusing Danske Bank and several of its former executives of downplaying a money-laundering scandal at Danske’s Estonian Branch. The court held that while the Estonian Branch’s failure to follow anti-money laundering […]

Cooley Obtains Complete Dismissal of Securities Class Action for Biopharmaceutical Company

Earlier this month, a team of Cooley litigators achieved a significant victory on behalf of French biopharmaceutical company GENFIT, S.A., obtaining complete dismissal of a putative class action alleging violations of Sections 11 and 15 of the Securities Act of 1933.  On August 10, 2021, Justice Jennifer G. Schecter of […]

SEC Enforcement Targets Cybersecurity Disclosures Again

Securities and Exchange Commission Chairman Gary Gensler has pledged to bring a renewed focus to robust enforcement of the federal securities laws. As we observed in a recent blog post, under Chairman Gensler and Director Gurbir Grewal, the SEC’s Division of Enforcement will be more aggressive in several arenas—including public […]

Early SEC Enforcement Trends from Chairman Gary Gensler’s First 100 Days

Gary Gensler was sworn in as chair of the Securities and Exchange Commission on April 17, 2021. Chairman Gensler has promised to strengthen transparency and accountability in the financial markets. Under Chairman Gensler, we expect the SEC’s Division of Enforcement – led by Gurbir Grewal, who began work at the agency on July 26 – […]

Cooley Team Wins Appellate Ruling That Beneficial Shareholders Cannot Seek Inspection of Company Records Under California Law

On July 2, 2021, the California Court of Appeal for the First Appellate District unanimously affirmed the superior court’s denial of a shareholder-inspection demand brought under California law. In Ramirez v. Gilead Sciences, Inc., the court ruled that a shareholder who holds shares as a beneficial owner lacks standing to bring […]

Can Hypothetical Risk Factors Be Misleading?

In In re Alphabet Securities Litigation, the State of Rhode Island, as lead plaintiff, filed a Rule10b-5 action against Google LLC, its holding company Alphabet, Inc., and certain executives, alleging that the defendants failed to timely disclose certain cybersecurity defects and vulnerabilities. The district court granted defendants’ motion to dismiss the […]

Have Your Cake, and Closing Too: Invoking Prevention Doctrine, Delaware Chancery Court Grants Seller’s Request for Specific Performance in COVID-Related M&A Dispute

Chancellor McCormick’s opinion in Snow Phipps Group, LLC, et al. v. KCake Acquisition, Inc., et al. (Del. Ch. April 30, 2021) is 125 pages long, but she helpfully digests the holding in a single sentence on page 3: “Chalking up a victory for deal certainty, this post-trial decision resolves all issues in […]

Why Event-driven Securities Litigation Has Become a Thing – and a Lucrative One Too

If Matt Levine has a mantra in his “Money Stuff” column on Bloomberg, it’s this: everything is securities fraud. “You know the basic idea,” he often says in his most acerbic voice, “A company does something bad, or something bad happens to it. Its stock price goes down, because of the […]

SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

What happened In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public statements and actions by Securities and Exchange Commission (SEC) staff reflect the agency’s enhanced scrutiny of these […]