Securities Law Alert, August 2013
This edition of the Alert addresses a Second Circuit decision discussing the materiality standard for Section 11 claims; a Fifth Circuit decision holding that tolling under American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974) ends when a class certification order is vacated; and a Seventh Circuit decision reversing dismissal of a shareholder derivative suit against the directors and officers of Baxter International.
We also discuss a Delaware Chancery Court opinion addressing the standard for judicial review of third-party transactions with companies with controlling shareholders; and a Maryland state court ruling applying Delaware law to dismiss a shareholder derivative action involving a real estate investment trust cash-out merger.