Securities Law Alert, September 2012
This month’s Alert addresses the Supreme Court’s grant of certiorari in Standard Fire Ins. Co. v. Knowles to determine whether plaintiffs can avoid removal under the Class Action Fairness Act of 2005 (“CAFA”) by stipulating to damages of less than $5 million.
We also discuss a Second Circuit decision addressing the standard for tipper and tippee liability in insider trading actions brought under the misappropriation theory, and a Ninth Circuit opinion finding allegations that a pharmaceutical company used the “wrong” statistical methodology in reporting clinical trial results insufficient to state a Section 10(b) claim. In addition, we cover a decision from the District Court for the District of Columbia applying the Supreme Court’s decision in Morrison v. National Australia Bank, to dismiss Section 10(b) claims involving Carlyle Capital Corporation.
Finally, we address a Delaware Chancery Court decision addressing the scope of a controlling shareholder’s fiduciary duties in the merger context.