Securities Law Alert, July 2011
This month’s Alert addresses the Supreme Court’s grant of certiorari to consider whether the statute of limitations for a Section 16(b) short-swing trading claim is subject to tolling. We also review the Supreme Court’s decision in Wal-Mart as it applies to class actions generally.
In addition, we discuss: a First Circuit decision finding an exclusivity provision in a financing agreement “ambiguous;” two Second Circuit rulings, one addressing “group” violations under Section 13(d) and another holding that D&O liability policies cover investigative and special litigation expenses; an Eighth Circuit decision rejecting the “pattern” theory of the duty to disclose; and an Eleventh Circuit ruling holding that Morrison may not require dismissal where the complaint alleges a domestic closing for a foreign securities transaction. We also address the Central District of California’s decision declining to hear Japanese securities law claims in the Toyota litigation.
Finally, we discuss the recent trend of shareholder derivative litigation brought on the heels of negative “Say on Pay” votes.