Discussion of Key Issues in Securities & Governance Litigation
In defending a securities class action, a motion to dismiss is almost automatic, and in virtually all cases, it makes good strategic sense. In most cases, there are only four main arguments:
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Cyber security is top of mind for companies, and cyber-security oversight is top of mind for corporate directors. I recently co-moderated a panel discussion for directors on board oversight of cyber security and cyber-security disclosures. I thought I’d share my thoughts on some of the key issues.
What are the board’s fiduciary duties in the…
Public companies around the country labor under a misunderstanding: that the Private Securities Litigation Reform Act’s Safe Harbor protects them from liability for their guidance and projections if they simply follow the statute’s requirements. But the Safe Harbor is not so safe – because they think it goes too far, many judges go to great…
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 …
When is an opinion a false or misleading statement? If a company official says “I think the deal is fair,” is it a false statement just because the deal is objectively unfair? Or only if the official also did not subjectively believe the deal was fair when he voiced that opinion?
With the Sixth Circuit’s…
Last Tuesday, new SEC Chairman Mary Jo White said at The Wall Street Journal’s annual CFO Network Event that the SEC “in certain cases” will seek admissions of liability as part of settlements. The statement made headlines, and for good reason: for decades, the SEC has allowed settling defendants to neither admit nor deny…
When selecting counsel to defend them against a securities class action, companies usually face the question of whether they want to hire attorneys from their regular outside corporate firm. Sometimes, companies will retain their regular outside firm as a matter of course, without even going through an audition process to interview other potential defense firms.…
I recently had occasion to review a number of motion-to-dismiss rulings, including some in which denial of the motion seemed to be an easy call. I’ve since been mulling over whether there are circumstances in which it would be strategically advantageous not to make a motion to dismiss in a Reform Act case, or a…
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…
The recurring and pervasive problem of flawed confidential witness (“CW”) allegations tops my list of the key issues in securities class action litigation.* I don’t mean just notorious situations such as those recently at issue in the Lockheed, SunTrust, and Boeing securities class actions – which I discussed in an earlier post and…