Securities Law Alert, May 2012
This month’s Alert discusses a Second Circuit opinion relying on Fait v. Regions Financial Corp., to affirm the dismissal of a securities fraud suit against CBS concerning goodwill impairments. We also address a Seventh Circuit opinion holding that defendants cannot face Section 10(b) liability for failing to correct misstatements “made” by others, and the Eleventh Circuit’s reinstatement of an SEC enforcement action against Morgan Keegan & Co. in connection with auction rate securities.
In addition, we address a ruling from the Delaware Chancery Court temporarily enjoining Martin Marietta Materials’ takeover attempt of Vulcan Materials based on confidentiality agreement breaches. Finally, we discuss a New York state court’s dismissal of a subprime crisis-related shareholder derivative suit against Citigroup’s directors and officers.