Publications

This month’s Alert discusses the Supreme Court’s grant of certiorari in three related cases in which the Court will address the scope of the “in connection with” requirement for the preclusion of state law-based securities fraud class actions under the Securities Litigation Uniform Standards Act (“SLUSA”). 

In addition, we discuss a Southern District of New York decision holding that the five-year statute of repose for Section 10(b) claims begins to run on the date of the last alleged misrepresentation.  We also address a Southern District of Texas decision denying in part the defendants’ motion to dismiss a securities fraud class action against BP in connection with the Deepwater Horizon spill.

Finally, we cover two rulings from the Delaware courts: a Delaware Supreme Court decision finding allegations of a board’s failure to adopt a tax-deductible Section 162(m) plan for executive compensation insufficient to state a corporate waste claim; and a Chancery Court decision dismissing a shareholder class action against the board of BJ’s Wholesale Club in connection with its private equity buyout.

Yesterday, the Supreme Court handed down two significant decisions. In Amgen, Inc. v. Conn. Ret. Plans and Trust Funds, the Court held that plaintiffs relying on the fraud-on-the-market theory of reliance need not prove that a defendant’s alleged misrepresentations were material in order to obtain class certification.  In Gabelli v. SEC, the Court held that the five-year limitations period for government penalty actions set forth in 28 U.S.C. § 2462 begins to run “when a defendant’s allegedly fraudulent conduct occurs” rather than “when the fraud is discovered.”  We will be discussing both rulings in the March edition of the Alert.