In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016 WL 4207962 (7th Cir. Aug. 10, 2016), may well close the door on disclosure-only settlements in shareholder challenges to mergers.
Litigation Reforms
5 Wishes for Securities Litigation Defense
By Doug Greene on
Posted in Board Oversight, Class Certification, Corporate Governance, D&O Insurance, Damages Analysis, Defense Costs, Defense Counsel, Falsity Analysis, Fraud-on-the-Market Doctrine, Litigation Reforms, Motions to Dismiss, Safe Harbor, Securities Class Action, Securities Class Action Statistics, Statements of Opinion, Supreme Court
I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, and without facing any real risk of paying any personal funds.
But we are actually moving in the opposite direction of this goal, and unless…
Reform Act Report Card: The Private Securities Litigation Reform Act, 20 Years Later
In 2015, the Private Securities Litigation Reform Act* turned twenty years old.
Over my career as a securities litigator, I’ve seen both sides of the securities-litigation divide that the Reform Act created. In the first part of my career, I witnessed the figurative skid marks in front of courthouses, as lawyers raced to the courthouse…
Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform
In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to corral and curtail shareholder corporate-governance claims, principally shareholder challenges to mergers.* Meritless merger litigation is indeed a…
Top 5 Securities and Corporate Governance Litigation Developments of 2014
By Doug Greene on
Posted in 2nd Circuit, 3rd Circuit, 5th Circuit, 6th Circuit, 7th Circuit, 9th Circuit, Class Certification, Confidential Witnesses, Corporate Governance, Delaware Courts, Fraud-on-the-Market Doctrine, Litigation Reforms, M&A Litigation, Plaintiffs' Bar, SEC, SEC Enforcement, Section 220, Securities Class Action, Shareholder Derivative Action, Statements of Opinion, Supreme Court
This year will be remembered as the year of the Super Bowl of securities litigation, Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), 134 S. Ct. 2398 (2014), the case that finally gave the Supreme Court the opportunity to overrule the fraud-on-the-market presumption of reliance, established in 1988 in Basic v.
Halliburton: Is the Fix as Basic as Alleging Omissions under Affiliated Ute? Or Is That Too Cute?
By Doug Greene & Claire Loebs Davis on
Even the most experienced securities defense attorneys regularly summarize Rule 10b-5(b) as creating a cause of action for “false or misleading statements and omissions of material fact.” Courts –including the Supreme Court – routinely use the same shorthand. When I was a new securities litigation defense attorney, one of the first things that I learned…
Is the Demise of the Fraud-on-the-Market Doctrine Near? Be Careful What You Wish For
At long last, the United States Supreme Court is going to address the viability and/or prerequisites of the fraud-on-the-market presumption of reliance established by the Court in 1988 in Basic v. Levinson. Securities litigators, on both sides of the aisle, are understandably anxious, because our entire industry is about to change – either a…
Matrixx Did Not, and Could Not, Authorize Shortcuts in Reform Act Scienter Analysis, Despite Plaintiffs’ Claims to the Contrary
As I have previously written, the Sixth Circuit’s erroneous interpretation of the scienter component of the Supreme Court’s decision in Matrixx Initiatives, Inc. v. Siracusano, 131 S. Ct. 1309 (2011), is one of the biggest threats to the protections of the Private Securities Litigation Reform Act.
The resulting flawed analysis – which I …
Law360 Q&A with Doug Greene
On April 16, 2013, Law360 featured me in its Q&A series.
In the article, I address two critical economic issues in securities litigation defense: containing escalating defense costs, and managing electronic document review. I also discuss the Supreme Court’s Amgen decision, a securities litigation defense lawyer who impressed me, a case that helped launch…
Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation
On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders from bringing the same corporate claim in Delaware. The Delaware Supreme Court’s decision was based on a Constitutional Full Faith…