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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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In re Salomon Analyst Metromedia Litig.: Rebuttable Presumption of Fraud-on-the-Market Extended to Analysts

In re: Salomon Analyst Metromedia Litigation | December 12, 2008

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 re Merck: Class Plaintiffs Were Not on Inquiry Notice Sufficient to Time Bar Claims

In re Merck & Co., Inc. Securities, Derivative & “ERISA” Litigation | November 17, 2008

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...

Free Enterprise Fund v. PCOAB: Sarbanes-Oxley’s PCAOB Is Not Unconstitutional

Enterprise Fund v. PCAOB | October 23, 2008

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...

Teamsters Local 445 v. Dynex: “Corporate Scienter” Possible Without Naming Names

Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc. | September 19, 2008

In its highly anticipated opinion in Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc., 531 F.3d 190 (2nd Cir. 2008), the Second Circuit affirmed that a securities fraud plaintiff can plead corporate scienter without specifically identifying the culpable corporate officer or More...

The Dissent in Jones v. Harris Associates – Defending Gartenberg, Requesting Review (Re: The August 8, 2008 Opinion)

Jones v. Harris Associates | August 26, 2008

The renowned legal minds of 7th Circuit judges Frank Easterbrook and Richard Posner have clashed again, this time over the validity and applicability of the Gartenberg approach to claims of excessive mutual fund management fees. Judge Easterbrook, currently chief judge of the 7th Circuit, served on More...

Jones v. Harris Associates: The Market (Not the Courts) Should Set Fund Advisor Fees

Jerry N. Jones v. Harris Associates, L.P. | July 16, 2008

Jerry N. Jones v. Harris Associates, 527 F.3d 627 (7th Cir. 2008), was one of about a dozen cases brought in 2003 and early 2004 based on the “excessive fee” provisions of the Investment Company Act of 1940. In the case, a group of individual investors claimed that Harris Associates, manager of More...

Seventh Circuit Looks at Corporate Scienter and Scheme Liability Rules in Pugh v. Tribune Co.

Pugh, et al. v. Tribune Company, et al. | May 21, 2008

At the heart of these two consolidated cases is the clear, admitted, egregious fraud perpetrated by employees of a subsidiary of the Tribune Company. The plaintiffs in both cases (a securities case and an ERISA case) tried to extend liability for those fraudulent acts up through the corporate ranks More...

When Sales of Interest in a Venture Equal Sales of Securities under Federal Law: Consolidated Case

Consolidated Management Group, LLC., et al. v. Department of Corporations | May 19, 2008

The analysis and conclusions reached by the California appellate court in Consolidated Management Group v. Dept. of Corporations, ___ Cal. Rptr. 3d___, 2008 WL 1850310 (Cal. App. 1st 2008), are not necessarily new. But rarely has an opinion so thoroughly and effectively laid out the prevailing law More...

Laperriere v. Vesta Insurance Case Defines the Scope of Controlling Party Liability

Kittie Laperriere, et al. v. Vesta Insurance Group, Inc., et al. | May 19, 2008

In the precedent-setting case of Laperriere et al v. Vesta Ins. Group, et al, ____ F.3d ____, 2008 WL 1883482 (11th Cir. 2008), the 11th Circuit harmonized the proportionate liability scheme of the Private Securities Litigation Reform Act of 1995 (PSLRA) with the provisions of the Securities More...

Magnolia Capital Advisors v. Bear Sterns Teaches How to Make A Colorable Denial of An Agreement to Arbitrate

Magnolia Capital Advisors, Inc. v. Bear Sterns & Co. and Bear Stearns Securities Corp. | May 14, 2008

In the case Magnolia Capital Advisors Inc. v. Bear Stearns, the 11th Circuit Court reversed a decision of the Northern District of Florida to order the parties to arbitration pursuant to their purported agreement. The 11th Circuit found that Magnolia had met the requirements set forth by court More...

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