In the News

Dan Gold Honored as Cardozo Society 2014 Young Attorney of the Year

DALLAS – Haynes and Boone, LLP Partner Dan Gold has been honored as the 2014 Young Attorney of the Year by the Jewish Federation of Greater Dallas Cardozo Society, recognizing his outstanding service, commitment and leadership to the Jewish and legal communities. >>

Haynes and Boone in Law360: Chancery Tosses Claims Over $100M Sanchez Energy Deal

A Delaware Chancery judge on Tuesday threw out derivative claims that Sanchez Energy Corp. overpaid in an allegedly inside $100 million deal for oil and gas rights to the Tuscaloosa Marine Shale, ruling the suing shareholders didn’t make a pre-suit demand on the board nor show why they couldn’t. >>



Recent Publications

Key Developments in Privacy and Data Security

Cyber threats are inarguably on the rise, and regulators and law enforcement are stepping up their efforts to ensure that companies are managing personal data responsibly, creating a perfect storm of risk. More and more, our clients are asking, “What can we do to protect ourselves?” The answer? Be aware of the risks, understand the legal implications, and prepare for the inevitable. >>

Delaware Court of Chancery Applies Board-Friendly Standard to Dismiss Claims Challenging Controlling Party Takeover

Vice Chancellor Laster of the Delaware Court of Chancery recently applied the business judgment standard of review at the pleading stage to dismiss a complaint challenging a cash-out merger involving a controlling stockholder.   >>

Halliburton II: Supreme Court Holds that Fraud-on-the-Market Theory Survives but Defendants May Rebut Presumption at Class Certification

The Supreme Court issued a decision yesterday in the closely watched case of Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S. ___ (2014) (Halliburton II). >>

A Desk Guide to Data Protection and Breach Response - Part 7

In this installment of our special series, A Desk Guide to Data Protection and Breach Response, we discuss the firestorm of litigation that can arise following a breach and provide practical guidance for preparing for the worst. >>

Securities Litigation Year in Review 2013

The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation. >>



Daniel H. Gold

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5154
F +1 214.200.0526

Areas of Practice

Education

  • J.D., Boston University, 2002, magna cum laude, Boston University Law Review
  • B.A., Biology, Brandeis University, 1999, cum laude

Bar Admissions

  • Texas
  • Massachusetts

Court Admissions

  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. Court of Appeals for the First Circuit
  • U.S. Court of Appeals for the Third Circuit
  • U.S. District Court for the Northern District of Texas
  • U.S. District Court for the Western District of Texas
  • U.S. District Court for the District of Massachusetts
Daniel H. Gold

Dan Gold is a partner in the firm's class action and securities and shareholder litigation practices. He represents companies and executives in class actions, securities fraud lawsuits, shareholder derivative, fiduciary duty and M&A litigation, and other types of complex litigation matters. He also conducts internal investigations for audit and special litigation committees and has experience representing clients in SEC investigations and criminal and civil antitrust matters.

Always focusing on ways to obtain early, pre-trial victories, Dan's recent successes include obtaining summary judgment in a lawsuit alleging improper competition with the American Airlines Center, summary judgment on a $780 million claim arising from a major telecommunications transaction, dismissal of a class action brought by hedge fund investors seeking more than a billion dollars in damages, dismissal of a shareholder derivative case against the directors of a Fortune 50 company, and successfully defeating class certification in significant consumer class actions.

Dan is an officer of the Securities Section of the Dallas Bar Association. His experience has earned him recognition by his peers as a Texas Super Lawyer Rising Star in Securities Litigation in the April 2007-2014 editions of Texas Monthly and an Outstanding Lawyer Under 40 by the Cardozo Society of the Dallas Jewish Federation's Attorneys Division. Dan was honored as Cardozo Society 2014 Young Attorney of the Year by the Jewish Federation of Greater Dallas Cardozo Society.

Dan's experience includes:

  • Defense of the National Football League in Consumer Class Action. Defeated class certification for National Football League in lawsuit alleging claims of breach of contract and fraud against the NFL and the Dallas Cowboys for allegedly not providing prescribed seats to Super Bowl XLV ticketholders.
  • Dismissal and Denial of Class Certification in Hedge Fund Litigation. Lead counsel for defendants in a putative class action alleging breach of fiduciary duty, aiding and abetting, and vicarious liability in connection with the failure of a hedge fund. Obtained dismissal of all claims against entity defendants, and was subsequently retained to defend individual defendants. Defeated class certification and obtained voluntary dismissal of remaining claims.  In re Parkcentral Global Litigation.
  • Defense of Oil and Gas E&P Company in Shareholder Derivative Lawsuit. Defending a private exploration and production company in a shareholder derivative lawsuit challenging an acquisition of oil and gas working interests.
  • Summary Judgment in American Airlines Center Litigation. Obtained complete summary judgment on behalf of a top real estate developer and related defendants in breach of contract, breach of fiduciary duty, and fraud lawsuit brought by Mark Cuban-controlled companies and the operator of the American Airlines Center.
  • Summary Judgment on the Pleadings. Obtained complete summary judgment on the pleadings for AT&T on claims of breach of contract, fraud and quantum meruit brought by a German investment bank. Successfully defended judgment on appeal.
  • Shareholder Derivative Suit Dismissal. Obtained dismissal of shareholder derivative suit filed against the board of directors of AT&T.
  • M&A Litigation. Represented companies, boards, special committees and investment banks in shareholders suits in Delaware and Texas challenging mergers and acquisitions and tender offers.
  • Defense of Class Action Under Texas Education Code. Successfully opposed class certification in a case alleging that online college violated Texas Education Code.
  • Poison Pill Litigation. Represented provider of enterprise software solutions in the Delaware Chancery Court trial and subsequent Delaware Supreme court appeal of the first case to challenge the validity of a 4.99% shareholder rights plan (or net operating loss "poison pill"). Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc.
  • Hedge Fund Counseling. Advise hedge funds on minimizing litigation risk in connection with fund formation and structuring, exculpation and indemnification clauses, and investor disputes.
  • Clawback Claims Against Hedge Fund. Represented hedge fund in connection with clawback claims asserted by bankruptcy trustee for debtors that invested in Ponzi scheme.
  • Advice to Board of Directors in M&A Transaction. Advised Board of Directors of public company involved in merger transaction on minimizing risks and exposure of potential shareholder fiduciary duty and busted deal litigation.
  • Defense of Bankruptcy Adversary Proceeding. Successfully defended adversary proceeding brought by bankruptcy trustee claiming breach of contract. After obtaining dismissal of the complaint, convinced trustee’s counsel not to pursue the claim.
  • Special Committee Investigation. Represented Special Committee of the Board of Directors a public company in investigation of alleged wrongdoing by senior management.
  • Defense of Accounting Restatement and Earnings Projections Securities Fraud Claims. Defended worldwide pump manufacturer in a class action alleging securities fraud arising from accounting restatement, merger integration issues, and missed earnings projections. Obtained an order denying class certification and granting complete summary judgment in favor of the defendants, which was remanded for further proceedings after appeal. Flowserve Corporation Securities Litigation.
  • Special Litigation Committee Investigation. Representation of Special Litigation Committee of one of the country’s largest temperature-controlled transportation services companies in investigating breach of fiduciary duty claims arising from related-party transactions. Frozen Food Express Derivative Litigation.
  • Dismissal of Multi-Forum Shareholder Derivative Cases. Obtained dismissal of shareholder derivative suits in New York and Texas alleging that directors and officers breached their fiduciary duties in connection with accounting restatement, merger integration issues, and missed earnings projections. Flowserve Corporation Derivative Litigation.
  • Defense of Securities Class Actions. Defended the former President and CFO of a public company in a securities fraud class action arising out of the alleged failure to disclose related-party transactions. Natural Health Trends Securities Litigation. Representation of high technology client in parallel securities fraud class action, derivative litigation, formal SEC inquiry and internal investigation involving alleged accounting misstatements. Representation of biotechnology client in securities fraud class action arising out of non-approval of new drug.
  • SEC Enforcement and Litigation Matters. Representation of investment advisor in connection with SEC inquiry into "pay to play" practices involving public pension funds. Defense of an individual in SEC enforcement action alleging illegal insider trading.
  • Bankruptcy Trustee Litigation. Obtained summary judgment on behalf of the former President and CFO of a public company in a lawsuit brought by the bankruptcy trustee of a former distributor claiming fraudulent inducement and civil conspiracy. Kelly v. Lexxus International et al. Defense of former directors of bankrupt company in adversary proceeding brought by bankruptcy trustee alleging breach of fiduciary duty.

Dan also frequently writes and speaks on issues related to class actions, securities litigation, fiduciary duty litigation, and SEC enforcement. His recent articles and speeches include:

  • “Fraud-on-the-Market Lives: Takeaways and Open Issues from Halliburton II,” Securities Regulation Law Journal
  • “New Guidance On How MFW Operates At Pleading Stage,” Law360
  • “Delaware Court of Chancery Applies Board-Friendly Standard to Dismiss Claims Challenging Controlling Party Takeover”
  • “Halliburton II: Supreme Court Holds that Fraud-on-the-Market Theory Survives but Defendants May Rebut Presumption at Class Certification”
  • “Company Faces Shareholder Derivative Suit Following Series of Data Breaches”
  • “Civil Litigation and Class Actions Following a Cyber Incident,” A Desk Guide to Data Protection and Breach Response
  • “Securities Litigation Year in Review 2013”
  • “The Class Action Revolution,” Dallas Bar Association Business Litigation and Antitrust and Trade Regulation Sections
  • “Fund Document Drafting Tips: A Litigator’s Perspective,” DFW Financial Services Counsel Roundtable
  • “Delaware Supreme Court Holds That Chancery Court Should Have Given Preclusive Effect to California Judgment Dismissing Complaint for Failing to Plead Demand Futility”
  • Amgen Inc. v. Connecticut Retirement Plans & Trust Funds: Supreme Court Rejects Proof of Materiality at the Class Certification Stage”
  • “Case Study: Hubbard v. BankAtlantic,” Law360
  • “The Supreme Court’s Class Action Revolution,” State Bar of Texas Annual Meeting
  • “Feeling the Bite of Litigation Spawned in the Digital Age”
  • “Supreme Court to Again Address Class Certification in Securities Fraud Suits”
  • “Connections and Tangential Relationships: the Fifth Circuit Rules on Issue of First Impression and Adopts Standard for SLUSA Preclusion”
  • "Supreme Court Securities Litigation Update," Dallas Bar Association Securities Section
  • "Securities case could bring flood of class action suits," Dallas Business Journal
  • "Fiduciary Duties in Business Relationships," Fiduciary Litigation Trial Notebook Course, TexasBarCLE co-sponsored by the Litigation Section of the State Bar of Texas
  • "Loss Causation at the Proof Stage 5 Years After Dura," Securities Reform Act Litigation Reporter
  • "Aqua Dots Products Liability Litigation: Company's Voluntary Reimbursement Plan Defeats Class Certification"
  • "How Low Can You Go? An Insiders' Perspective on Selectica v. Versata and NOL Poison Pills," Securities Regulation Law Journal
  • "A Tale of Two Class Actions: U.S. Supreme Court Ruling Allows State Litigation to Proceed Despite Federal Injunction"
  • "U.S. Supreme Court Blocks Massive Nationwide Employment Discrimination Class Action Against Wal-Mart"
  • "Janus Capital Group, Inc. v. First Derivative Traders: Supreme Court Declines To Expand Circle of Potential Defendants In Securities Actions"
  • "In re DVI, Inc. Securities Litigation: The Third Circuit Weighs in on the Circuit Split Pending Before the Supreme Court in Halliburton"
  • "Case Study: Versata and Trilogy v. Selectica," Securities Law 360
  • "Matrixx Initiatives, Inc. v. Siracusano: Supreme Court Rejects Bright-Line Materiality Standard"
  • "Securities Litigation and The Supreme Court: 2010 in Review and a Preview of 2011," UT Conference on Securities Regulation and Business Law
  • "Delaware Supreme Court Upholds 'NOL' Poison Pill"
  • "Supreme Court Limits Reach of Securities Fraud Actions Against Foreign Companies"
  • "Court Ruling Endorses SEC's Power to Seek Clawback of Incentive Compensation from CEO not Accused of Wrongdoing"
  • "Supreme Court Vitiates Statute of Limitations Defense in Fraud Cases"
  • "Fifth Circuit Continues Rigorous Scrutiny of Securities Fraud Class Actions; Denies Class Certification and Tightens Loss Causation Standards"
  • "Current Developments in SEC Enforcement," UT Conference on Securities Regulation and Business Law
  • "A New Era of Cooperation at the SEC"
  • "Recent Fiduciary Issues in Texas and Delaware Shareholder Litigation," Dallas Bar Association Securities Section

Selected Representative Experience


$160 Million Debt and Equity Restructure
Represented investment fund in refinancing and equity conversion of $160 million of debt for Gulf of Mexico E&P company.

Summary Judgment in American Airlines Center Litigation
Obtained complete summary judgment on breach of fiduciary duty claim asserted by companies controlled by Mark Cuban.

Defense of Bankruptcy Adversary Proceeding
Successfully defended adversary proceeding brought by bankruptcy trustee claiming breach of contract. After obtaining dismissal of the complaint, convinced trustee’s counsel not to pursue the claim.

Frozen Food Express Special Litigation Committee
Represented independent directors of Frozen Food Express Industries, Inc. in multiple suits filed in state and federal court arising from the company’s announced acquisition by Duff Brothers Capital. Argued against and defeated shareholder plaintiffs’ motion for preliminary injunction to halt the transaction, and obtained subsequent voluntary dismissal of all actions.

General Capital Group Beteiligungsberatung, GMBH v. AT&T, Inc., 407 S.W.3d 507 (Tex. App.—Dallas 2013, pet. denied)
Haynes and Boone represented AT&T against claims of breach of contract, fraud and quantum meruit brought by a German investment bank (GCG). GCG alleged that AT&T orally promised to pay GCG a 2 percent success fee (approximately $780 million) if A&T successfully acquired T-Mobile. The trial court granted summary judgment for AT&T on the pleadings, dismissing all of GCG’s claims. The Dallas Court of Appeals affirmed the take-nothing judgment in favor of AT&T.

Defense of the National Football League in Consumer Class Action
Defeated class certification for the National Football League in lawsuit alleging claims of breach of contract and fraud against the NFL and the Dallas Cowboys for allegedly not providing prescribed seats to ticketholders at the Super Bowl XLV game.

In re AT&T, Inc. Shareholder Derivative Litigation
Represented the directors of AT&T, Inc. in a shareholder derivative lawsuit filed in Dallas County Court at Law, asserting breaches of fiduciary duty under Delaware law. Obtained dismissal of petition for failure by plaintiff to adequately plead futility of a pre-suit demand to the board.

Special Committee Investigation
Represented special committee of the board of directors a public company in investigation of alleged wrongdoing by senior management.

In re Adams Golf, Inc. Shareholder Litigation
Representation of Adams Golf and its board of directors in shareholder class action suit alleging breaches of fiduciary duty in connection with board approval of acquisition by TaylorMade-adidas Golf. Resolved case by disclosure-only settlement, allowing transaction to close.

Anland North, L.P., Anland North Commercial, L.P., Anland 10, L.P., and Anland South, L.P. v. Center Operating Company; No. 05-12-00128-CV, 2012 WL 2045371 (Tex. App.—Dallas, no pet.) (mem. op.)
Reversed temporary injunction on ground that agreements concerning parking lot rights were not enforceable as a matter of law, after court of appeals' ruling, opponent dismissed its suit.

Investment Bank Representation in M&A Litigation
Represented investment bank which supplied fairness opinion to target company in connection with breach of fiduciary duty class action challenging M&A transaction.

Clawback Claims Against Hedge Fund
Represented hedge fund in connection with clawback claims asserted by bankruptcy trustee for debtors that invested in Ponzi scheme.

Walker v. Alta Colleges
Successfully defeated class certification in a first-of-its-kind lawsuit alleging that out-of-state online college violated Texas Education Code by enrolling Texas students. After defeating class certification we successfully opposed a request for an interlocutory appeal to the Fifth Circuit and an effort to substitute a new proposed class representative.

Advice to Board of Directors in M&A Transaction
Advised board of directors of public company involved in merger transaction on minimizing risks and exposure of potential shareholder fiduciary duty and busted deal litigation.

International Cartel Investigation and Related Proceedings
Represented a major global freight forwarder in an industry-wide international antitrust investigation into possible price fixing and other improper collusive activity, as well as a follow-on civil class action suit.

Chocolate Antitrust Litigation
Representation of opt-out direct purchasers in price-fixing case against major chocolate manufacturers.

ICO, Inc. Special Litigation Committee
Represented the Special Litigation Committee of ICO, Inc. in connection with investigating and resolving allegations raised in a shareholder derivative suit filed in Harris County, Texas, alleging breaches of fiduciary duty in connection with the ICO board’s approval of an acquisition of the company by A. Schulman, Inc.

SEC "Pay to Play" Inquiry
Represent investment advisor in connection with SEC inquiry into “pay to play” practices involving public pension funds.

In re Parkcentral Global Litigation
Represent entities in a class action alleging breach of fiduciary duty and vicarious liability in connection with the failure of the Parkcentral Global hedge fund.

Defense Contracting Antitrust Investigation
Representation of U.S. executive of an international aerospace and defense technology company in an investigation by the Antitrust Division of the Department of Justice into claims of bid-rigging of defense contracts at military installations.

Trilogy, Inc., Versata Enterprises, Inc. (Selectica v. Versata)
Represented a provider of enterprise software solutions in the Delaware Chancery Court and Delaware Supreme Court in the trial and appeal of the first case to challenge the validity of a 4.99% shareholder rights plan (or net operating loss “poison pill”), arising from the triggering of the pill and the subsequent dilution of the investor’s holdings.

Frozen Food Express Derivative Litigation
Represented special litigation committee of one of the country's largest temperature-controlled transportation services companies in investigating breach of fiduciary duty claims arising from related-party transactions.

Vaalco Energy, Inc. Proxy Contest Litigation
Filed lawsuit alleging securities laws violations on behalf of independent oil company against a hedge fund-led insurgent group that had launched a proxy contest aimed at unseating three of the company’s directors. Obtained temporary restraining order, which prompted immediate settlement whereby insurgent shareholder group withdrew competing nominees to board of directors and cast votes in favor of company’s director nominees.

Kelly v. Lexxus International et al.
Obtained summary judgment on behalf of the former President and CFO of a public company in a lawsuit brought by the bankruptcy trustee of a former distributor claiming fraudulent inducement and civil conspiracy.

Flowserve Corporation Derivative Litigation
Obtained dismissal of shareholder derivative suits in New York and Texas alleging that directors and officers breached their fiduciary duties in connection with accounting restatement, merger integration issues, and missed earnings projections.

Flowserve Corporation Securities Litigation
Defending a worldwide manufacturer of pumps, valves and seals for flow control systems in a class action alleging securities fraud arising from accounting restatement, merger integration issues, and missed earnings projections. Obtained an order denying class certification and granting complete summary judgment in favor of the defendants, which was remanded for further proceedings after appeal.

Natural Health Trends Securities Litigation
Defended the former President and CFO of a public company in a securities fraud class action arising out of the alleged failure to disclose related-party transactions.

Online Publications

10/24/2014 - Key Developments in Privacy and Data Security
Cyber threats are inarguably on the rise, and regulators and law enforcement are stepping up their efforts to ensure that companies are managing personal data responsibly, creating a perfect storm of risk. More and more, our clients are asking, “What can we do to protect ourselves?” The answer? Be aware of the risks, understand the legal implications, and prepare for the inevitable.

09/08/2014 - Delaware Court of Chancery Applies Board-Friendly Standard to Dismiss Claims Challenging Controlling Party Takeover
Vice Chancellor Laster of the Delaware Court of Chancery recently applied the business judgment standard of review at the pleading stage to dismiss a complaint challenging a cash-out merger involving a controlling stockholder.  

06/25/2014 - Halliburton II: Supreme Court Holds that Fraud-on-the-Market Theory Survives but Defendants May Rebut Presumption at Class Certification
The Supreme Court issued a decision yesterday in the closely watched case of Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S. ___ (2014) (Halliburton II).

05/14/2014 - Company Faces Shareholder Derivative Suit Following Series of Data Breaches
A shareholder of a major public hotel corporation recently filed a derivative suit against several of the company’s officers and directors alleging they violated their fiduciary duties, wasted corporate assets, and were unjustly enriched in connection with three separate data breaches between 2008 and 2010.

05/08/2014 - A Desk Guide to Data Protection and Breach Response - Special Series
If your business is connected to the Internet, it is vulnerable to attack, either by willful perpetrators intent on exfiltrating your proprietary or sensitive data for their own personal gain, or by casual hackers or hacktivists intending to cause damage to your business.

03/27/2014 - A Desk Guide to Data Protection and Breach Response - Part 7
In this installment of our special series, A Desk Guide to Data Protection and Breach Response, we discuss the firestorm of litigation that can arise following a breach and provide practical guidance for preparing for the worst.

01/28/2014 - Securities Litigation Year in Review 2013
The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation.

04/11/2013 - Delaware Supreme Court Holds That Chancery Court Should Have Given Preclusive Effect to California Judgment Dismissing Complaint for Failing to Plead Demand Futility
Last week the Delaware Supreme Court held in Pyott v. Louisiana Municipal Police Employees’ Retirement System, ___ A.3d ___, 2013 WL 1364695 (Del. 2013), that a Delaware derivative complaint should have been dismissed after a California federal court entered a judgment dismissing essentially the same complaint brought by different stockholders for failure to plead demand futility.

03/04/2013 - Amgen Inc. v. Connecticut Retirement Plans & Trust Funds: Supreme Court Rejects Proof of Materiality at the Class Certification Stage
On February 27, 2013, the Supreme Court held in a 6-3 opinion in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds, 568 U.S. ___ (2013), that securities fraud class action plaintiffs need not prove materiality at the class certification stage to invoke the fraud-on-the-market presumption of class-wide reliance.

01/30/2013 - Securities Litigation Year in Review 2012
The Haynes and Boone Securities Litigation Year in Review 2012 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

In 2012, Haynes and Boone’s Securities Class Action Defense and Shareholder Litigation Practice Group defended targets, directors and acquirors in a number of M&A-related suits. Our docket also included class actions arising from initial public offerings, shareholder derivative suits, minority/majority shareholder cases and limited liability company disputes.

08/02/2012 - Law360 Guest Article: Case Study: Hubbard V. BankAtlantic
On July 23, the Eleventh Circuit Court of Appeals rejected an expert witness’s event study as insufficient to demonstrate loss causation at trial in a securities fraud class action. In Hubbard v. BankAtlantic Bancorp Inc., No. 11-12410 (11th Cir. July 23, 2012), the court affirmed the trial court’s decision in favor of the defendants because the plaintiffs’ expert testimony did not sufficiently isolate the effects of the alleged fraud on the company’s stock price.

07/27/2012 - Hubbard v. BankAtlantic Bancorp, Inc.: Eleventh Circuit Rejects Event Study as Insufficient to Isolate Effects of Alleged Fraud on Company’s Stock Price
This week, the Eleventh Circuit Court of Appeals rejected an expert witness’ event study as insufficient to demonstrate loss causation at trial in a securities fraud class action.

06/15/2012 - Supreme Court to Again Address Class Certification in Securities Fraud Suits
On Monday, June 11, 2012, the Supreme Court granted a writ of certiorari in Connecticut Retirement Plans and Trust Funds v. Amgen Inc., 660 F.3d 1170 (9th Cir. 2011) to clarify the standards for certifying a class in a securities fraud suit under the fraud-on-the-market theory.

04/12/2012 - Bloomberg BNA Features Haynes and Boone 2011 Securities Litigation Highlights Report
The year 2011 was a remarkable one in securities litigation, with notable decisions from the Supreme Court and a number of interesting rulings from Circuit and District Courts as well.

03/23/2012 - Connections and Tangential Relationships: the Fifth Circuit Rules on Issue of First Impression and Adopts Standard for SLUSA Preclusion
In a decision issued this week, Roland v. Green, -- F.3d --, 2012 WL 898557 (5th Cir. Mar. 19, 2012), the U.S. Court of Appeals for the Fifth Circuit addressed an issue of first impression - the scope of the preclusion provision of the Securities Litigation Uniform Standards Act (“SLUSA”).

02/03/2012 - Securities Litigation Year in Review 2011
The Haynes and Boone Securities Litigation Year in Review 2011 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

08/22/2011 - Aqua Dots Products Liability Litigation: Company’s Voluntary Reimbursement Plan Defeats Class Certification
On August 17, 2011, the U.S. Court of Appeals for the Seventh Circuit affirmed a district court’s denial of class certification on the basis that the company’s process for reimbursing purchasers of a defective toy more efficiently distributed refunds to putative class members than a class action lawsuit would.

06/21/2011 - U.S. Supreme Court Blocks Massive Nationwide Employment Discrimination Class Action Against Wal-Mart
On June 20, 2011, the Supreme Court issued its opinion in Wal-Mart Stores, Inc. v. Dukes, reversing a Court of Appeals decision that had affirmed certification of a nationwide class of 1.5 million female employees in a gender discrimination suit against Wal-Mart.

06/21/2011 - A Tale of Two Class Actions: U.S Supreme Court Ruling Allows State Litigation to Proceed Despite Federal Injunction
On June 16, 2011, the Supreme Court issued an opinion in Smith v. Bayer allowing a plaintiff to pursue class certification in a state court action after a federal court had denied certification in a substantially similar case.

06/14/2011 - Janus Capital Group, Inc. v. First Derivative Traders: Supreme Court Declines To Expand Circle of Potential Defendants In Securities Actions
In an opinion issued June 13, 2011, Janus Capital Group, Inc. v. First Derivative Traders, 564 U.S. __ (2011), the Supreme Court declined to adopt a broad interpretation of who can be considered to have “made” a statement under the federal securities laws.

03/31/2011 - In re DVI, Inc. Securities Litigation: The Third Circuit Weighs in on the Circuit Split Pending Before the Supreme Court in Halliburton
The Court of Appeals for the Third Circuit issued an opinion this week, In re DVI, Inc. Securities Litigation, that deepens the circuit split on issues related to the operation of the fraud-on-the-market theory at the class certification stage of a securities fraud case.

03/24/2011 - Matrixx Initiatives, Inc. v. Siracusano: Supreme Court Rejects Bright-Line Materiality Standard
In a unanimous opinion issued this week, Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. __ (2011), the Supreme Court declined to adopt a proposed bright-line rule for materiality and reaffirmed the Basic “total mix” test.

02/10/2011 - Securities Litigation and The Supreme Court: 2010 in Review and a Preview of 2011
This article, presented by Nick Even at the University of Texas School of Law 33rd Annual Conference on Securities Regulation and Business Law, summarizes the key securities law rulings from the Supreme Court in the past year, as well as the significant issues pending before the Justices in 2011, in the Janus Capital, Matrixx and Halliburton cases.

10/28/2010 - Law360 Case Study: Versata And Trilogy V. Selectica
Recently, in Versata Enterprises Inc. and Trilogy Inc. v. Selectica Inc., the Delaware Supreme Court addressed for the first time the validity of a net operating loss shareholder rights plan (NOL poison pill) and affirmed the Delaware Court of Chancery’s ruling upholding the adoption of an NOL poison pill, rejecting the application of the business judgment rule but nevertheless setting a high bar for shareholders seeking to challenge the adoption and implementation of such pills as a breach of fiduciary duty.

10/06/2010 - Delaware Supreme Court Upholds “NOL” Poison Pill
On Monday, in Versata Enterprises, Inc. and Trilogy, Inc. v. Selectica, Inc., the Delaware Supreme Court addressed for the first time the validity of a net operating loss shareholder rights plan (“NOL poison pill”) and affirmed the Delaware Court of Chancery’s ruling upholding the adoption of an NOL poison pill, rejecting the application of the business judgment rule but nevertheless setting a high bar for shareholders seeking to challenge the adoption and implementation of such pills as a breach of fiduciary duty.

06/28/2010 - Supreme Court Limits Reach of Securities Fraud Actions Against Foreign Companies
In an opinion issued last week, Morrison v. National Australia Bank Ltd., 559 U.S. __ (2010), the Supreme Court held that foreign plaintiffs cannot use the U.S. Securities laws to sue foreign issuers based on foreign stock purchases: a ruling that sounds the death knell for these so-called “foreign cubed” cases.

06/14/2010 - Court Ruling Endorses SEC’s Power to Seek Clawback of Incentive Compensation from CEO not Accused of Wrongdoing
In a decision of first impression, a federal district court has held that the “clawback” provision of Sarbanes-Oxley permits the SEC to seek reimbursement of incentive-based compensation from CEOs and CFOs of companies that restate their financial statements as a result of misconduct, even if the CEO and CFO had no personal involvement in such misconduct.

05/07/2010 - Supreme Court Vitiates Statute of Limitations Defense in Fraud Cases
In an opinion issued last week, Merck & Co. v. Reynolds, 559 U.S. __ (2010), the Supreme Court significantly curtailed the ability of defendants to assert the statute of limitations as a defense to a securities fraud claim under § 10(b) of the Securities Exchange Act of 1934. The decision makes it less likely that courts will dismiss, on statute of limitations grounds, cases filed within five years of the alleged fraud.

04/10/2010 - Loss Causation at the Proof Stage 5 Years After Dura
In April 2005, the Supreme Court issued its eagerly-awaited decision in Dura Pharmaceuticals, Inc. v. Broudo unleashing questions for how the decision would impact securities litigation. As its five year anniversary approaches, it is clear that Dura has lived up to the hype. Loss causation is now a key battleground at every stage of a case from lead plaintiff appointment through post-trial motions. In this publication, Haynes and Boone's Dan Gold assesses how loss causation issues are being treated by courts at the proof stages.

02/11/2010 - Current Developments in SEC Enforcement
The Securities and Exchange Commission encountered repeated difficulties in its enforcement and compliance programs during 2009 and is now fighting to keep the SEC alive. This paper discusses current developments in the SEC's enforcement program.

01/25/2010 - A New Era of Cooperation at the SEC
The SEC’s Division of Enforcement is implementing a series of measures designed to enhance and encourage cooperation in its investigations and litigation and, the Division hopes, expedite the enforcement program.

03/05/2008 - Criminal Enforcement of the U.S. Securities Laws
This paper, presented to the Union Internationale des Avocats Winter Meeting on Claims Management, Torts and Litigation of Claims, focuses on the criminal enforcement of the U.S. securities laws.

06/16/2006 - Stock Option Backdating--How Big Are The Problems And What Should You Do?
Recently, over 40 public companies have come under investigation by the SEC or the Justice Department for improperly backdating options, and it is likely that more public companies will come under investigation in the future. At issue is whether option grants to executives and others were backdated to coincide with dates when a company’s stock price was low, thereby increasing the potential profits realized by the holders of the options if and when exercised. Improper backdating may be intentional or a result of faulty corporate procedures. In either event, serious accounting, tax, and disclosure issues result.