By Josh Lawler and Joel B. Ginsberg of Zuber & Taillieu LLP
The Second Circuit has held that secondary actors can be held liable for Rule 10b-5 damages actions only for false statements attributed directly to the secondary actor at the time of their dissemination. In Pacific Investment Management Co. v. Mayer Brown, 603 F.3d 144 (2nd Cir. 2010), the Court of… More...
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...
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...
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...
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...
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...
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...
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...
In Douglas Millowitz v. Citigroup Global Markets et al (“In Re Salomon Analyst Metromedia Litigation”), 544 F.3d 474 (2nd Cir. 2008), the Second Circuit extended the fraud-on-the-market presumption of reliance, first set forth in Basic v. Levinson, 485 U.S. 224 (1988), to analyst reports. The More...
In In re Merck & Co., Inc. Securities, Derivative & “ERISA” Litig., ___ F.3d ___, 2008 WL 4138476 (3rd Cir. 2008), a federal circuit court revived a securities fraud class action suit against Merck that accuses the pharmaceutical company of hiding the truth about Vioxx and its link to cardiac More...
In its long-awaited opinion in Free Enterprise Fund v. PCAOB, 537 F.3d 667 (D.C. Cir. 2008), the Circuit Court for the D.C. Circuit upheld the Sarbanes-Oxley Act of 2002 – specifically that Act’s establishment of the Public Company Accounting Oversight Board (“PCAOB”) – against More...
