Delaware Double Whammy Casts Doubt on M&A Practices
Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory requirements and not market practice, no matter how prevalent. In response, legislation to resolve the ambiguity […]
Securities Class Action Settlement Trends: Number of Settlements Down, But Dollar Amounts Up, According to Cornerstone Research
Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reported that, in 2023, the number of settlements in securities class actions declined, but the settlement dollar amounts increased. The settlement data shows that securities class actions can create substantial […]
Delaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets Stockholders Pursue Their Claims for Damages
Delaware corporations contemplating conversion to another state should take note of a recent Delaware Court of Chancery decision in which Vice Chancellor J. Travis Laster declined to enjoin a corporate move to Nevada, but sustained stockholder allegations that the defendants breached their fiduciary duties in connection with approving the conversion.
Trending in securities class actions: Section 10(b) claims predominate, Ninth Circuit sees uptick, according to Cornerstone Report
Cornerstone Research (a top consulting and expert testimony firm) issued its 2023 Year in Review report, examining recent trends in securities class action filings. According to the report, in 2023 there was a slight uptick in securities class action filings, which had been seeing a downward trend in years prior. […]
Second Circuit Highlights Difficulty in Pleading Fraud Claims Involving the Interpretation of Clinical Data
Plaintiffs often file securities fraud claims against pharmaceutical companies alleging that the company misled investors about clinical data, despite the US Food and Drug Administration (FDA) subsequently approving the drug and agreeing with the company’s interpretation. In December 2023, the US Court of Appeals for the Second Circuit affirmed dismissal of […]
Securities Litigation + Enforcement Highlights From Q4 2023
Closing out 2023, Cooley’s securities litigation + enforcement practice continued providing guidance to our clients on recent developments in securities law – with a particular focus during the fourth quarter on Securities and Exchange Commission (SEC) enforcement trends. Below is a roundup of key insights and developments from our team […]
Parallel SEC, FDA Regulatory Enforcement: What Life Sciences Companies Should Know
Life sciences companies, take note: While parallel enforcement by the Securities and Exchange Commission (SEC) and the Food and Drug Administration (FDA) is not new, it appears to be gaining favor among regulators. Cooley partners Luke Cadigan and Sonia Nath recently co-authored an article in the Food and Drug Law […]
SEC Announces FY23 Enforcement Results –Record-Breaking Whistleblower Awards, Focus on Individual Accountability, Self-Reporting, and Cooperation Credit
The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2023, which reported a total of 784 enforcement actions, up 3% from FY22. This includes 501 original (stand-alone) enforcement actions, an 8% increase from last year. The SEC also barred 133 individuals from serving as officers and […]
SEC Enforcement Director Discusses Priorities, Off-Channel Communications, Crypto and ESG
In his remarks at the 2023 Berkeley Fall Forum on Corporate Governance, GurbirGrewal, director of the Securities and Exchange Commission’s Division of Enforcement, discussed the SEC’s current enforcement priorities – including an investigative sweep related to the use of off-channel communications, regulation of cryptocurrencies, and developments in the area of […]
The ‘State’ of Delaware
During a panel at the October 2023 Berkeley Fall Forum on Corporate Governance, Delaware Court of Chancery Chancellor Kathaleen St. J. McCormick and Vice Chancellor Paul Fioravanti, along with lawyers Shannon Eagan (Cooley), Elena Norman (Young Conaway) and Randall Baron (Robbins Geller Rudman & Dowd), shared their views on recent developments […]