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Did the Supreme Court's Omnicare Decision Create a Distinction Without a Difference?

By Aaron T. Morris

The Court's distinction between a misstatement claim and an omission claim is tenuous.


Will Securities Antitrust Cases Invite More Objections Because of the Complexity of Their Distribution Plans?

By Terry McMahon, Joel D. Rothman, and Peter M. Saparoff

Objections in a recent case could signify that class members will start to examine distribution plans more closely.


Securities Fraud Class Actions: A Practical Approach to Your Initial Case Assessment

By Jessie M. Gabriel and Sumon Mazumdar

Four issues that may be more important to your client than your knowledge of Basic v. Levinson and Halliburton I and II.


From Aeroflex to Trulia: A Seismic Shift

By Peter Adams, Jeffrey Kaban, and Jeffrey Walker

A discussion of the Delaware Chancery Court's recent jurisprudence on disclosure-only settlements in deal litigation.


The Increasing Application of Antitrust Claims to Securities Transactions

By Peter M. Saparoff, Robert G. Kidwell, Joel D. Rothman, and Kevin C. Mortimer

There is potential for high-value settlements and high-stakes litigation.


Emerging Concerns About Risk Tolerance and Suitability

By Tyler D. Nunnally

These two things have not fallen off FINRA's radar.


Circuit Split over Whistleblower Protections

By Matthew P. Allen

Important questions about Dodd-Frank and the SEC's reach.


Securities 101: A Circuit Split in the Standard for Pleading Loss Causation in Securities Fraud Cases

By Jonathan Schwartz

How the split came to be and why the Supreme Court should resolve it.


How to Use Analytics and Predictive Coding as Securities Litigators

By Gareth T. Evans and Goutam U. Jois

A review of the substantial benefits of using these tools to assist attorney review.


Municipal Bond Pricing, Part II: What Trade Data Reveal—or Not

By Pamela W. Peterson

The second in a two-part series examines the use of EMMA trade data in establishing fair pricing and the problems that arise when trying to interpret the data.


Class Action Tolling of the Securities Act's Statute of Repose: Resolving the Circuit Split

By Eric S. Pettit and Jeffrey M. Hammer

At least five Supreme Court justices might conclude that the three-year cut-off in section 13 is not subject to tolling.


Municipal Bond Pricing, Part I: Fair Pricing

By Pamela W. Peterson

The first in a two-part series examines the current standards for establishing fair prices, including identifying a market price for a security trade.


The Duality of the U.S. Supreme Court's Janus Decision

By Dayrel S. Sewell and Amulya Appalaraju

Different courts have come to disparate conclusions with respect to its application.


D.C. Circuit Clarifies That SEC Need Not Show Market Impact in Manipulation Cases

By Paul Hinton and Shaun Ledgerwood

A road map to how the commission will evaluate trading activity to prove intent in manipulation cases in future administrative actions.


The Reliance Element in U.S. and Canadian Securities Class Actions

By James K. Goldfarb, Sumon Mazumdar, Usman M. Sheikh, and Sarah Woods

Two countries separated by a common element.


Event Studies Using Contemporaneous Forward-Looking Information

By Aaron Dolgoff and Tiago Duarte-Silva

Learn a novel way to implement this statistical model that more readily incorporates investors' forward-looking views.


Private Placement Securities Litigation

By Peter M. Saparoff, John F. Nucci, and Joel D. Rothman

Be aware of the key rules and regulations governing this area of securities law.


FINRA Update: Public Arbitrator Limitations, Adjournment, Task Force, and More

By Joshua D. Jones

Practitioners should take note of changes to rules and regulations affecting arbitration practice.


Price Impact: The Battle of Experts and Burden of Proof after Halliburton II

By Jessie M. Gabriel

We are now getting our first glimpse at how district courts are resolving the questions left open by the Supreme Court.


"Loser Pays" and Federal Preemption

By John C. Coffee, Jr.

Why does Delaware's proposed legislation only partially overrule the ATP Tour decision?


The Investor's Perspective: ATP Tour and Delaware's Proposed Legislation

By Jeff Mahoney and Andrew Droste

Learn about the undesirable effects of and possible remedies to this important case.


Fee-Shifting after ATP Tour

By George C. Aguilar and Michael J. Nicoud

Formerly a mere challenge, shareholder derivative litigation is now tantamount to climbing Everest.


Changes in Accounting for Revenue Recognition, Part 1

By Marc B. Sherman, Monica K. Loseman, and Meghan Cardell

Read about the impact on registrants and the SEC.


Omnicare: Old and New Standards for Section 11 Opinion Liability

By Ryan E. Blair and Daniel J. Teimouri

Did the Supreme Court's approach declare an absolute "winner"?


The Top 10 Obstacles to Successfully Litigating Securities Fraud Claims: Part II

By Peter M. Saparoff and Joel D. Rothman

The second of two parts on how to win cases under the Securities Act and Securities Exchange Act.


Meaningful Limits on Director Compensation

By Thomas Welk and Peter Adams

The Delaware Court of Chancery has created a new legal standard for this controversial issue.


The Second Circuit Raises the Bar for Government Insider Trading Prosecutions

By Grant Fondo and Jessica Adams

The business community can expect prosecutors to pause before bringing the next high-profile insider trading case.


The Global Financial Crisis and Reinterpreting Lessons from History

By Sumon Mazumdar and Nikolai Caswell

Learn why the conventional wisdom that banks skirted the rules may not be accurate.


Courts Split on SEC Forms 4 for the Truth of Their Contents on Motions to Dismiss

By Som P. Dalal and Howard S. Suskin

To date, no federal circuit court has squarely addressed this issue.


FINRA and Regulatory Notice 14-40 Requirements

By Dominick F. Evangelista, Regina Pepe Martorana, Heather Murphy

Firms are to explicitly advise parties to settlement and confidentiality agreements that they can initiate communications with regulators.


Dispelling E-Discovery Myths in Internal and Government Investigations

By Amy Hinzmann

Learn how to execute a high-volume e-discovery project.


The Top 10 Obstacles to Litigating Securities Fraud Claims: Part I

By Peter M. Saparoff and Joel D. Rothman

Learn how to win cases under the Securities Act and Securities Exchange Act.


Corporate Criminal Liability for Insider Trading

By Howard J. Kaplan

When will the Department of Justice pursue corporations for criminal behavior?


The Puzzle and Promise of Bitcoin

By Alexander Aganin, Julia Brighton, George Gigounas, Victoria Lazear, and Isabelle Ord

Why are investors excited by an innovation that is similar to and more volatile than traditional currencies?


Testing and Attacking Confidential Witness Allegations at an Early Stage

By John D. Pernick and Ryan D. Nassau

Recent cases address CW allegations and the procedural devices defendants have used to discredit them.


Foreign Law Securities Fraud Claims in U.S. Courts after Morrison

By Matthew L. Mustokoff and Margaret E. Onasch

Despite the 2010 landmark case, there is still a role for the common law in the vindication of investor rights.


A Review of Trados and Its Impact

By Juan E. Monteverde

So far, the decision has not had great influence on the entire fairness standard that many predicted.


Navigating Insurance Minefields in SEC Enforcement-Action Settlements

By Eric G. Barber and Charles W. Mulaney

Two recent shifts will test even state-of-the-art directors' and officers' policies.


The Ambiguity of the Investment Company Act Section 36(b)

By Matthew Bowie

The language has been called "a lesson in the art of studied ambiguity in drafting of statutes."


FIRREA Threatens to Add to Government's Financial Crisis Arsenal

By James K. Goldfarb and James Dombach

The act's new, potentially broad reach is in the early stages of evolution.


The New Statute of Limitations Battle Post-Gabelli

By Mauro M. Wolfe and Melissa S. Geller

The defense bar faces a new battleground.


Rebutting the Fraud-on-the-Market Theory

By Peter M. Saparoff, Alec J. Zadek, and Bradford Hillman

Lessons learned from Gamco Investors, Inc. v. Vivendi.


The Evolving Landscape of Cybersecurity Disclosures

By Will Daugherty

Two types of companies remain: those that have been hacked and those that don't know they've been hacked.


Rule 10b-5 Damages at the Trial Stage

By Matthew L. Mustokoff and Margaret E. Onasch

The Southern District of New York provides needed direction in upholding a jury award under section 10(b) of the SEA.


Delaware M&A Litigation Case Law Update: 2011 and 2012, Part 1

By Randall Baron and Maxwell Huffman

The first in a two-part series examining recent cases that expand on and clarify existing doctrines.


Meeting SEC and FINRA Expectations about Remediation

By Jonny Frank

Avoiding sanctions helps cut costs, improve efficiency, and safeguard assets.


Litigating Customer Claims Outside the Firm-Client Relationship

By Sandra D. Grannum and Joshua D. Jones

Courts analyze FINRA rules in arbitration between firms and clients.


M&A Shareholder Suits: A Call for Enhanced Scrutiny of Claims

By Koji F. Fukumura and Peter M. Adams

Growth in shareholder lawsuits has exploded since 2007.


Proxy Season Shakedown: A New Wave of Suits Challenging Compensation Disclosures

By Koji F. Fukumura, Jessica Valenzuela Santamaria, and Peter M. Adams

Public companies face a dilemma with proxy class-action suits.


Emerging Trends in Say-on-Pay Disclosure

By Juan E. Monteverde, Ross A. Appel, and Emily C. Komlossy

Say-on-pay proxy suits to be determined based on materiality on the merits.


Staying Shareholder Derivative Suits in Favor of Related Securities Class Actions

By Som P. Dalal and Howard S. Suskin

The confluence of these two distinct sets of lawsuits presents practical difficulties.


Rigel Decision Validates Practices of Pharma Companies

By John C. Dwyer, Shannon M. Eagan, and Adam Trigg

The Ninth Circuit has provided some important guidance for the pharmaceutical industry.


Growing Trend Favors Disclosure of Witnesses' Identities

By Jennifer H. Rearden and Darcy C. Harris

Plaintiffs in private securities litigation are finding it increasingly difficult to maintain the anonymity of confidential witnesses.


2012 Midyear Review of Securities Class Action Filings

By D. Anthony Rodriguez and Nicholas Roethlisberger

The financial sector, a popular target for the past three years, has seen a respite this year.


FINRA Examinations: Regulatory Priorities and Firm Best Practices

By Diana C. Campbell Miller and David G. Buffa

The manner in which firms plan for and work with FINRA's examiners can drastically affect the entire process.


Wiretapping and Insider Trading: The New Paradigm?

By Howard J. Kaplan and Joseph A. Matteo

The age-old technology has newfound power after the Rajaratnam verdict.


Is Item 303 Liability under the Securities Act Becoming a "Trend"?

By Matthew Mustokoff

Recent decisions illuminate how, when pled under the '33 Act, a claim premised on Item 303's disclosure requirements can be difficult to challenge at the pleading stage.


Conduct-Based Bars and Injunctions in SEC Enforcement Proceedings

By Brent R. Baker, D. Loren Washburn, and Shannon K. Zollinger

Practitioners who encounter SEC demands for conduct-based bars should be wary, and, when appropriate, resist their imposition.


Can SEC Administrative "Findings" Be Used in Subsequent Cases?

By Peter M. Saparoff, Alec J. Zadek, and Stefanie Giuliano Abhar

Entities and individuals should be aware of the risks and potential implications before entering into any agreement with the SEC.


The SEC's Public Focus on Private Equity

By Zesara C. Chan

The SEC has given notice of its expanding enforcement priorities against the private-equity and asset-management industry.


Pitfalls for Broker-Dealers: Selling Novel and Complex Products

By Daniel Nathan and James Day

Alternative investment products such as ARS and CMOs come with inherent risk.


Regulators React to the Rise of Social Media

By Julie H. Firestone and Christine J. Kim

In the financial services industry, the use of social media can create violations of securities regulations.


An Uncertain Future for "Neither Admit Nor Deny" Settlements

By Ghillaine A. Reid

SEC v. Citigroup has changed the landscape on which the SEC has long been accustomed to resolving enforcement actions.


Wal-Mart v. Dukes: Initial Effects on Securities-Fraud Class Certification

By Robert H. Bell and Thomas G. Haskins Jr.

This is a look at three distinct ways in which district and circuit courts have applied the Wal-Mart decision in class-certification decisions in securities-fraud class actions.


What Janus Meant: The Supreme Court's "Ultimate Authority" Test

By Grace A. Carter and Timothy D. Reynolds

The decision sent a powerful signal, holding that the investment adviser to a mutual fund could not be held primarily liable, because the adviser did not have "ultimate authority" over the statements.


Private 10b-5 Lawsuits Against Aiders and Abettors: Janus Back and Forward

By Gary O. Cohen

The reference to the Roman god Janus—who looks both back and forward—is appropriate in considering the impact of the Supreme Court's Janus decision.


Matrixx and Recent Lower Court Decisions

By Edward W. Little Jr. and Kelly A. Gabos

Does Matrixx strike the right balance between adequate disclosure and the “avalanche” of useless corporate information, and does it provide proper guidance to public companies?


Implications of Erica P. John Fund v. Halliburton Co.

By Peter M. Saparoff and Alec J. Zadek

The Supreme Court's decision will have an immediate effect in the Fifth Circuit, where securities-fraud plaintiffs will no longer be required to prove loss causation before obtaining class certification.


The Broad Implications of Blackstone in Securities Fraud Litigation

By Vincent Paul Schmeltz III

The Second Circuit recently handed down a decision that promises to shape the debate in securities fraud litigation for the next several years.


Courts Should Use Caution in Certifying RMBS Suits as Class Actions

By Frances S. Cohen, Krystal N. Bowen, and John D. Pernick

Recent decisions from the SDNY have reached inconsistent conclusions on class certification in suits brought by residential mortgage-backed securities.


Why Courts Should Favor Certification of MBS Actions

By Julie Goldsmith Reiser

The central issue in these cases is whether differing levels of investor sophistication should defeat class certification.


Can an Arbitrator Order Prehearing Discovery from a Nonparty?

By Lisa M. Eddington and Howard S. Suskin

When parties to an arbitration seek judicial enforcement of discovery subpoenas, courts have not always agreed on what the FAA allows.


Is the Tide Turning Against the SEC in Favor of Finders?

By Ernest E. Badway and Daniel A. Schnapp

The SEC's enforcement of broker-dealer registration requirements against finders was thrown into uncertainty in a case arising from the Middle District of Florida.


The SEC's Increasing Focus on Hedge Funds

By Peter M. Saparoff and Breton Leone-Quick

Recent events make it clear that hedge fund managers are about to face an unprecedented increase in the number of SEC investigations and enforcement proceedings.


Potential for Mandatory Settlement Classes in Broker-Dealer Suits

By Daniel F. Wake

A dramatic tactic sheds light on the prospects for a broker-dealer to run the difficult gamut of barring arbitration proceedings to settle a competing class action.


Standing in Mortgage-Backed Securities Class Action Litigation

By Lawrence Zweifach, Jennifer H. Rearden, and Darcy C. Harris

Courts have been asked to apply complex, uniquely structured principles that were developed in litigation involving far less complicated fixed income and equity products.


Lessons from the Galleon Prosecution

By Mark S. Cohen, Jonathan S. Abernethy, and Elizabeth F. Bernhardt

The groundbreaking Galleon prosecution offers a number of lessons for white-collar practitioners, notably regarding wiretapping in insider trading cases.


Jury Awards Damages to Shareholders in First Credit-Crisis Trial

By Matthew L. Mustokoff

The Miami jury found that the defendants misled investors when the bank issued false statements concerning its commercial-real-estate "land loan" portfolio.


Selected FINRA Regulatory Developments and Enforcement Cases

By Anne C. Flannery

This article highlights selected Financial Industry Regulatory Authority (FINRA) regulatory developments and enforcement actions against member firms in 2010.


Statistical Significance and more in Pharmaceutical Class Actions

By Matthew L. Mustokoff

The ruling addresses the materiality of safety research and how disputes about the significance of adverse research results are evaluated through the prism of the PSLRA.


Supreme Court Will Examine Materiality in Pharma Class Action

By William F. Sullivan and D. Scott Carlton

For the first time, Matrixx provides the Supreme Court with the opportunity to address the pleading requirement for alleging materiality of a misstatement or omission.


The Future of F-Squared Securities Class Actions

By Carla R. Walworth, William A. Novomisle, and Mor Wetzler

Recent decisions have struggled with whether “f-squared” claims may proceed, and also what Morrison’s impact is on the extraterritorial application of other U.S. statutes.


Dura, Explained in Brief

By Jennifer Schoen Gilbert

The Supreme Court's landmark decision ruled on the issue of loss causation in private securities.