Securities Law Alert, June 2013
This month’s Alert addresses a First Circuit decision reinstating a securities fraud action against CVS Caremark Corporation and holding that a corrective disclosure does not have to mirror the original misrepresentation for loss causation purposes. We also discuss a Ninth Circuit decision finding that the presumption of prudence does not apply in an ERISA action against Amgen, and reversing the district court’s dismissal of the complaint.
In addition, we address a Southern District of New York opinion relying on the Supreme Court’s decision in Morrison v. National Australia Bank Ltd. to deny Fabrice Tourre’s motion for summary judgment on the SEC’s Section 17(a) claims against him.
Finally, we discuss a Delaware Chancery Court decision holding that the business judgment rule standard of review applies to a controlling stockholder transaction conditioned on approval by both a special committee and a majority-of-the-minority vote.