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Simpson Thacher: Securities Law Alert, January 2013

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Securities Law Alert, January 2013

Simpson Thacher
January 31, 2013
19 pages

In this Issue:

The Second Circuit Holds That Section 16(b) Does Not Apply to an Insider’s Purchase and Sale of Different Types of Stock in the Same Company
The Ninth Circuit Addresses the Standard for Pleading That Aftermarket Purchases Are Traceable to a Particular Offering for Purposes of a Section 11 Claim
The Ninth Circuit Holds That SLUSA Does Not Preclude Class Actions Alleging Breach of a Variable Life Insurance Contract
The Ninth Circuit Reinstates a Securities Fraud Class Action against VeriFone Based on a Holistic Evaluation of the Scienter Allegations
The Middle District of Tennessee Dismisses a Securities Fraud Action against Biomimetic Therapeutics in an Opinion of Interest to Life Sciences Companies
The Delaware Supreme Court Holds That a Large Stockholder Was Entitled to Opt Out of a Shareholder Class Action Settlement
The First Department Dismisses a Securities-Related Common Law Fraud Action against Porsche on Forum Non Conveniens Grounds

Latest Federal Securities Litigation News

Haynes and Boone: Has Another Wave of “Say-On-Pay” Litigation Come to an End?

June 13, 2013 Say-on-Pay Litigation

Mintz Levin: Federal Court Rules That Issuers Face Strict Liability for Erroneous Statements About Legal Compliance in Registration Statements, Even if They Did Not Know the Statements Were False

June 12, 2013 Federal Securities Litigation

Skadden: Inside the Courts: An Update From Skadden Securities Litigators

June 05, 2013 Federal Securities Litigation

CSX v. The Children’s Investment Fund: Do Equity Swaps Confer Beneficial Ownership?

White & Case: CSX Corp. v. Children's Investment Fund Management (UK) LLP: Disclosure Requirements in the Context of Total Return Swaps

McGuireWoods: Implications of the Second Circuit Decision in CSX Corporation v. The Children's Investment Fund Management (UK) LLP

Dechert: U.S. Court Clarifies: Shareholders Acting in Concert May Not Be a “Group”; Contrast with English Law “Concert Parties” Approach

Erica P. John Fund v. Halliburton: Loss Causation in Securities Class Action

WilmerHale: Supreme Court Rejects Proving Loss Causation as a Requirement for Class Certification in Securities Fraud Class Actions

Latham & Watkins: Supreme Court Reverses Fifth Circuit by Ruling That Securities Fraud Plaintiffs Need Not Prove Loss Causation to Obtain Class Certification

Simpson Thacher: Directors’ and Officers’ Liability: Loss Causation Proof Not Required to Obtain Class Certification

Janus Capital Group & Investment Adviser Liability

Willkie Farr & Gallagher: District Court, Applying Janus Broadly, Rules Against The SEC in Securities Fraud Case

Paul Hastings: What Janus Meant: The First Wave of Court Decisions Interpreting the Supreme Court’s “Ultimate Authority” Test in Securities Cases

Arnold & Porter: Notwithstanding Janus…

Matrixx v Siracusano & Disclosure/Materiality of Adverse Event Reports

McCarter & English: Matrixx and Recent Lower Court Decisions

Pepper Hamilton: Lower Courts Follow Matrixx's Guidance on Motions to Dismiss

Akin Gump: Supreme Court Gives Guidance On Materiality Standard

Janus Capital Group & Investment Adviser Liability

Willkie Farr & Gallagher: District Court, Applying Janus Broadly, Rules Against The SEC in Securities Fraud Case

Paul Hastings: What Janus Meant: The First Wave of Court Decisions Interpreting the Supreme Court’s “Ultimate Authority” Test in Securities Cases

Arnold & Porter: Notwithstanding Janus…

Morrison v. National Australia Bank: "F-Cubed" Holding Limits Extraterritorrial Application of Section 10(b)

McDermott Will & Emery: Morrison v National Australia Bank and its Progeny: US Capital Markets Become Safer and More Hospitable for Non-US Corporates

Sullivan & Cromwell: The Territorial Reach of U.S. Securities Laws After Morrison v. National Australia Bank: Recent Lower Court Decisions Applying Morrison Limit Overseas Reach of the U.S. Securities Laws

Shearman & Sterling: After Morrison: The Case for a New Hague Convention on The Law Applicable to Securities Frauds

Omnicare & Gun-Jumping (Pre-merger Information Exchange)

Paul Weiss: Seventh Circuit Affirms Dismissal of “Buyers’ Cartel” Claim, Provides Guidance Regarding Premerger Information Sharing

Jones Day: U.S. Court Rules on Premerger Exchange of Information, Highlighting Risks and Best Practices for Merging Parties

Dorsey & Whitney: Premerger Information Sharing and Coordination: Seventh Circuit Rules in Omnicare v. UnitedHealth Group, Inc.

Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown

Drinker Biddle: Guilty but Not Liable: Does Section 10(b) Require Revision?

Paul Hastings: Second Circuit Affirms Bright Line Attribution Test for Secondary Actor Liability in Private Securities Fraud Actions

Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown

Omnicom & Proving Loss Causation in the Second Circuit

Greenberg Traurig: In Re Omnicom: Second Circuit Issues Stringent Standard to Establishing Loss Causation in Securities Fraud Cases

Paul Weiss: Second Circuit Review: Continuing to Raise the Bar to Proving Loss Causation in Securities Fraud Cases

Latham & Watkins: The Second Circuit Issues Latest Opinion On Loss Causation In Omnicom

Tambone: First Circuit Rejects Rule 10b-5 Liability For “Implied” Misrepresentations

Sidley Austin: Liability for Secondary Actors

Kramer Levin: First Circuit En Banc Rejects 10b-5 Theory of Primary Liability for Securities Professionals Based on "Implied Statements"

Goodwin Procter: First Circuit Dismisses SEC’s Rule 10b-5 Claim Against Executives of Mutual Fund’s Principal Underwriter Over Alleged Misstatements in Fund Prospectuses

Merck & Statute of Limitations in Federal Securities Fraud Cases

Barnes & Thornburg: Delaware Supreme Court Alters Fiduciary Duty Landscape for LLCs [Gatz Properties v. Auriga Capital]

Jones Day: The Supreme Court's Ruling in Merck Increases Uncertainty in Assessing Securities Fraud Litigation Risk

Arnold & Porter: Merck & Co. v. Reynolds: Some Open Questions on Availability Of Statute of Limitations Defense in Federal Securities Cases

Avaya: Third Circuit Weighs In on Tellabs Scienter

Pepper Hamilton: Practical Implications Of The Third Circuit’s Decision in Avaya to Eliminate Motive and Opportunity as an Independent Basis for Pleading Scienter

Pepper Hamilton: Avaya Case Represents Significant Reassessment of Law with Respect to Scienter

Milbank: Third Circuit Interprets Tellabs; Motive and Opportunity is Neither Necessary Nor Sufficient to Allege Scienter [Institutional Investors Group, et al. v. Avaya, Inc., et al.]

Glazer: Liability for Reps & Warranties in Merger Agreement

Drinker Biddle: Ninth Circuit Decision Reminds Issuers Of Potential Liability For Statements In Exhibits To SEC Disclosure Reports

Jenner & Block: Recent 9th Circuit Case May Impact Litigation Risk in Mergers

Skadden: Ninth Circuit Suggests Representations and Warranties in Exhibits to SEC Filings May be Basis for Disclosure Claims