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Matrixx Initiatives, Inc., et al. v. Siracusano: Securities Plaintiffs Can Use Inferences to Show Materiality and Scienter at the Pleading Stages

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

The United States Supreme Court has ruled that in securities cases under §10(b) and Rule 10b–5 the requirement of the materiality of a defendant’s misrepresentations cannot be reduced to a bright-line rule. Facts giving rise to a strong inference that a defendant acted with the required state of mind are… More...

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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...

Huff v. Deloitte & Touche: Investment Advisor Lacked Standing to Sue for Clients

W.R. Huff Asset Management Co. v. Deloitte & Touche | March 3, 2009

In W.R. Huff Asset Management Co. LLC v. Deloitte & Touche LLP, 549 F.3d 100 (2nd Cir. 2008), the Second Circuit Court of Appeals held that an investment advisor who held the power of attorney to sue on behalf of his clients still lacked the standing to sue because it did not actually have More...

Guyden v. Aetna: SOX Whistleblower Claims Are Arbitrable

Guyden v. Aetna | December 31, 2008

In Guyden v. Aetna, 544 F.3d 376 (2nd Cir. 2008) – a case of first impression in the federal circuit courts -- the Second Circuit confirmed that arbitration provisions are enforceable against an employee who claims that her termination violated the whistleblower protections of the Sarbanes-Oxley More...

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