The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the issuer had historical or
Corporate Defense and Disputes
Proskauer's perspective on commercial litigation trends and legal developments
The Corporate Defense and Disputes blog, published by Proskauer Rose LLP, focuses on legal issues related to corporate litigation and defense strategies. It covers topics such as securities enforcement actions, insider trading cases, regulatory compliance challenges, and significant court rulings affecting corporate governance and financial services. The blog also addresses developments in labor and employment disputes, white collar defense, and complex commercial litigation. It provides analysis of regulatory enforcement trends, including SEC actions and administrative proceedings, as well as emerging issues like ESG regulations and anti-discrimination legal challenges. The content is aimed at corporate clients, legal professionals, and stakeholders interested in corporate legal risk management and dispute resolution.
Latest from Corporate Defense and Disputes - Page 3
Are Syndicated Term Loans Securities? The SEC Declines to Weigh in on Kirschner
Participants in the syndicated loan markets may have been relieved last month when the SEC declined to file the amicus brief requested by the Second Circuit Court of Appeals in Kirschner v. JP Morgan Chase Bank. In an unusual turn…
The Ripple Effect: Implications of the SEC’s Partial Loss in SEC v. Ripple Labs Inc.
The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the sale of unregistered securities,…
Delaware Chancery Court Rejects Books/Records Suit Against Disney Relating to “Don’t Say Gay” Legislation
The Delaware Court of Chancery rejected a lawsuit by a Walt Disney Company stockholder to compel inspection of Disney’s books and records relating to the company’s opposition to Florida’s “don’t say gay” law – a stance that allegedly caused the…
The Crypto Wars Escalate
The gloves are off. The SEC’s recent enforcement actions against leading crypto exchanges suggest that the SEC has decided that time’s up for the crypto industry as it currently exists in the United States.
After spending years urging industry participants to…
En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action
The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery, even though the plaintiff had…
SEC Issues Largest Whistleblower Bounty Award Ever To One Individual
As we reported here, on May 5, 2023, the SEC issued an award of $279 million to a whistleblower. This is the largest award the SEC has issued to an individual whistleblower in the history of the SEC Office…
Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective registration statement. The…
Federal Court Invalidates California’s Board-Diversity Statute
A California federal court held that a California statute requiring California-based corporations to have a minimum number of directors from designated under-represented groups violates the federal Constitution’s Equal Protection Clause. The decision in Alliance for Fair Board Recruitment v. Weber (E.D.…
Disney Sues Florida Officials for Allegedly Unconstitutional Retaliatory Legislation
Walt Disney Parks and Resorts U.S., Inc. (“Disney”), the owner and operator of the Walt Disney World Resort in Florida, has sued Florida’s Governor and other officials for allegedly launching “a targeted campaign of government retaliation” in response to Disney’s…