Securities Law Alert, July 2013
This month’s Alert addresses three Second Circuit decisions: one affirming dismissal of an ERISA action brought by participants in the Lehman Brothers Savings Plan and holding that ERISA fiduciaries have no duty to seek out inside information; another ruling that the tolling doctrine set forth in American Pipe & Construction Co. v. Utah, does not apply to the three-year statute of repose set forth in Section 13 of the Securities Act of 1933; and a third affirming dismissal on standing grounds of claims brought by the Madoff Trustee against a number of financial institutions for their alleged role in aiding and abetting Madoff’s fraud.
We also discuss a Fifth Circuit decision holding that only individuals who report possible securities law violations to the SEC may bring anti-retaliation claims under the whistleblower protection provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Finally, we address a Delaware Chancery Court decision rejecting shareholder challenges to board-adopted forum selection bylaws requiring shareholders to bring “internal affairs” suits in Delaware courts.