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 - 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.

06/21/2011 - 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.

06/14/2011 - 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.