Securities Law Updates

Featured Expert Legal Commentary

Medical Mutual v. Indian Harbor: No D&O Coverage If Lawsuit Does Not Specifically Name Officer or Director

By Josh Lawler and Joel B. Ginsberg of Zuber & Taillieu LLP

The First U.S. Circuit Court of Appeals held that a company cannot recover from its D&O insurance carrier the cost of fighting lawsuits or administrative cases that allege wrongful director or officer acts but do not specifically name those individuals as defendants. In Medical Mut. Ins. Co. of Maine v.… More...

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Florida Takes the Lead in Boosting State Securities Fraud Enforcement Rights

Florida Investor Protection Act of 2009  |  November 16, 2009

When Florida’s governor signed into law that state’s new Investor Protection Act, effective July 1, 2009, Florida took a new lead among states in enacting enhanced state rights to pursue, enforce, and regulate securities fraud within their geographic boundaries. While states have played a More...

In Re HealthSouth: Settlement Extinguishes Contract Rights of Non-settling Defendant

October 5, 2009

The U.S. Court of Appeals for the Eleventh Circuit extended the PSLRA further than any prior court, allowing the entry of a settlement bar order that extinguished a non-settling party’s contractual claims for indemnification and advancement of defense costs against a settling party. In In re More...

SEC v. Dorozhko: No Fiduciary Duty Required to Assert Insider Trading Violations Against Hacker

SEC v. Dorozhko  |  September 17, 2009

In a controversial decision that has had the blogosphere buzzing, the Second Circuit determined that a computer hacker who steals and uses material nonpublic information for his own profit might be liable for insider trading violations even if he has no fiduciary relationship with the company or More...

Warfield v. Alaniz: Charitable Gift Annuities Found to be Investment Contracts for Securities Law Purposes

August 24, 2009

With investors on red alert for Ponzi schemes, the 9th Circuit found that the sales of certain charitable gift annuities (“CGA’s”) were part of one such scheme, and that those CGAs constituted investment contracts subject to securities laws largely because they were marketed as an investment More...

Alaska Elec. v. Flowserve: Loosening the Loss Causation Standard to Revive Investors’ Fraud Claims

Alaska Electrical Pension Fund v. Flowserve Corp.  |  August 11, 2009

With the help of a former Supreme Court justice, the Fifth Circuit entered an important opinion in the continuing controversy among federal circuits regarding the standard for loss causation in securities fraud cases, perhaps foreshadowing an issue that will ultimately head to the Supreme Court. In More...

Gallus v. Ameriprise Financial: Deepening the Circuit Split on the Standard of Review on Fund Advisor Fees

John E. Gallus v. Ameriprise Financial  |  July 30, 2009

The Eighth Circuit’s enhanced interpretation of Gartenberg cuts the divide among circuit courts even deeper on the issue of a court’s proper analysis of mutual fund advisory fees under Section 36(b). In John E. Gallus v. Ameriprise Financial, 561 F.3d 816 (8th Cir. 2009), the Court upheld the More...

Institutional Investors Group v. Avaya: Clarifying Safe Harbor and Scienter Provisions of PSLRA

Institutional Investors Group v. Avaya  |  July 6, 2009

The Third Circuit provided important guidance regarding both the types of statements protectable under the PSLRA’s “Safe Harbor” provisions, and proper application of the Tellabs standard for alleging a “strong inference” of scienter in securities fraud cases. In Institutional Investors More...

Kirleis v. Dickie McCamey & Chilcote: Express Consent to Arbitrate Required, Even with Arbitration Provision in Corporate Bylaws

Kirleis v. Dickie McCamey & Chilcote  |  May 28, 2009

The Third Circuit had to weigh two competing principles – the contract law requirement that a party must explicitly consent to an arbitration agreement versus the corporate law principle that directors and shareholders of a corporation are charged with constructive knowledge and acceptance of the More...

Day v. Staples: The “Reasonable Belief” Required for SOX Whistleblower Protection

Day v. Staples  |  April 21, 2009

In Day v. Staples, 555 F.3d 42 (1st Cir. 2009), the Court of Appeals for the First Circuit ruled that the “reasonable belief” requirement for whistleblower protection under the Sarbanes-Oxley Act of 2002 (“SOX”) includes both “objective” and “subjective” reasonableness. In this case More...

Katz v. Gerardi: CAFA Trumps Anti-Removal Provisions of 1933 Act

Katz v. Gerardi  |  March 11, 2009

In Katz v. Gerardi, 552 F.3d 558 (7th Cir. 2009), the Seventh U.S. Circuit Court of Appeals splits with the Ninth Circuit in determining that a securities class action can be removed to federal court under the Class Action Fairness Act of 2005 despite the anti-removal provisions of the Securities More...

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Companies Mentioned

Securities Law

The following companies are mentioned in Securities Law Updates:

Citicorp USA, Inc.

Banc of America Securities LLC

Harris Associates, L.P.

CIBC, Inc.

Salomon Smith Barney, Inc.

Flowserve Corp.

CIBC World Markets Corp.

Citigroup, Inc.

Credit Suisse First Boston LLC

Tellabs, Inc.

Calyon Securities (USA), Inc. f.k.a. Credit Lyonnais Securities (USA) Inc.

Alaska Electrical Pension Fund

Makor Issues & Rights, Ltd.

Calyon New York Branch (successor by operation of law to Credit Lyonnais New York Branch)

Aetna, Inc.

Central States Group

Metal Management, Inc.

Buchanan Ingersoll & Rooney Professional Corporation

W. R. Huff Asset Management Co., LLC

New Mexico Group for Stockholder Litigation

European Metal Recycling, Ltd.

BNY Capital Markets, Inc.

Toronto Dominion Texas, LLC f.k.a. Toronto Dominion Texas, Inc.

Retirement Systems of Alabama for Bondholder Litigation

Magnolia Capital Advisors, Inc.

BMO Nesbitt Burns Corp. n.k.a. Harris Nesbitt Burns Corp.

The Royal Bank of Scotland plc

HealthSouth Corp.

Bear Stearns Securities Corp.

Barclays Capital Inc.

The Bank of Nova Scotia

Medical Mutual Insurance Company of Maine

Bear Stearns & Co.

Barclays Bank PLC

The Bank of New York Company, Inc.

Indian Harbor Insurance Company

Vesta Insurance Group, Inc.

Banc of America, N.A.

TD Securities (USA), Inc.

Torchmark Corp.

Suntrust Capital Markets, Inc.

The Cleaners & Caulkers Local 1 Pension Fund

Alex Brown, Inc.

SunTrust Bank

KPMG Peat Marwick, LLP

ABN AMRO Inc.

Societe Generale

Florida State Board of Administration

ABN AMRO Bank N.V.

SG Cowen Securities Corp.

Additional Resources

Securities Law