Securities Law Alert, February 2014
This month’s Alert addresses a Second Circuit opinion holding that federal common law governs insider trading restrictions, and that those restrictions apply with equal force to unregistered securities. We also discuss a Ninth Circuit decision reinstating a securities fraud action against BP on the grounds that plaintiffs had adequately pled scienter.
In addition, we address a Southern District of New York opinion holding that the tolling rule set forth in American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974), does not apply to the five-year statute of repose for Section 10(b) claims. Finally, we discuss a Delaware Chancery Court decision granting defendants’ motion for summary judgment in a shareholder class action arising out of the acquisition of Answers Corporation.
On February 26, 2014, the Supreme Court issued its decision in Chadbourne & Parke LLP v. Troice (Nos. 12-79, 12-86, and 12-88), in which the Court addressed the “in connection with” requirement of the Securities Litigation Uniform Standards Act (“SLUSA”).