Second Circuit Confirms That Corrective Disclosure Mismatch May Preclude Class Certification

On August 10, 2023, the US Court of Appeals for the Second Circuit dealt a blow to securities class action plaintiffs when it decertified the investor class in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc. After a long history of the case going up to the US Supreme […]

Eleventh Circuit Reiterates Loss Causation not a Given at Pleading Stage

Securities class action plaintiffs and defendants often disagree about the degree of difficulty to plead loss causation at the motion to dismiss phase. The US Court of Appeals for the Eleventh Circuit recently shed some light on this debate, affirming the dismissal of a securities class action and signaling that […]

Securities Plaintiffs Pursuing Crypto, Banking and High-Dollar-Value Cases in 2023, According to Cornerstone Research Report

Cornerstone Research (a top consulting and expert testimony firm) recently issued its highly anticipated midyear report on securities class action filings. The report examines recent trends in securities class action filings and provides insights about the types of cases filed, maximum dollar loss (MDL) amounts, and the impact of recent […]

Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. While certainly not […]

Securities Litigation + Enforcement Highlights From Q2 2023

As 2023 reached its midpoint, Cooley’s securities litigation + enforcement practice continued its track record of obtaining victories for clients while serving as thought leaders on issues impacting the securities litigation and enforcement landscape. Below, we’ve rounded up key insights and developments from our team over recent months.

District Court Upholds Forum Selection Provision for Claims Brought Derivatively Under Section 10(b)

In what appears to be a novel decision, the US District Court for the Northern District of Texas recently upheld a Delaware forum-selection clause as to claims asserted derivatively under Section 10(b) of the Exchange Act.  As Cydney Posner observes in this Cooley PubCo post (and as we recently wrote […]

On Remand, Texas District Court Concludes Fifth Circuit Dealt ‘Iatrogenic Blow’ to Securities Plaintiff, Dismisses Case

As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the plaintiff’s complaint adequately stated a claim for securities fraud. In a […]

Ninth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal Derivative Action

On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of Chancery are enforceable as applied to claims asserted derivatively under Section 14(a) of the Securities Exchange […]

Unanimous Supreme Court Decision Limits Scope of Direct Listing Lawsuits

The US Supreme Court unanimously ruled that a shareholder suing under Section 11 of the Securities Act of 1933 must demonstrate that their shares are traceable to the allegedly misleading registration statement – a holding that will limit the scope of lawsuits brought by investors who purchase shares from companies […]

Cornerstone Research Report Highlights Rise in SEC Accounting and Auditing Enforcement

According to a new report by Cornerstone Research (a leading consulting and expert testimony firm), the Securities and Exchange Commission initiated 55% more actions involving accounting and auditing enforcement in fiscal year 2022 than it did in FY 2021. The report examines recent trends in the SEC’s enforcement of accounting […]