Publications

This month’s Alert addresses a First Circuit decision affirming summary judgment for Credit Suisse First Boston on loss causation grounds in a securities fraud class action concerning America Online’s 2001 merger with Time-Warner. In addition, we discuss a Fourth Circuit opinion holding that the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011) (Thomas, J.) does not apply to criminal actions brought under Section 10(b).

We also discuss two rulings from the Delaware courts: a Delaware Supreme Court opinion holding that board-adopted litigation fee-shifting bylaws may be permissible under Delaware law; and a Chancery Court decision declining to enjoin Sotheby’s annual meeting based on its adoption and enforcement of a shareholder rights plan, or “poison pill.” Finally, we address a ruling from the New York Appellate Division, First Department, holding that plaintiffs have no right to discovery in demand-refused derivative actions under either Delaware or New York law.

Earlier this month, in City of Pontiac Policemen’s and Firemen’s Ret. Sys. v. UBS AG, 2014 WL 1778041 (2d Cir. May 6, 2014) (Cabranes, J.), the Second Circuit held that the Supreme Court’s decision in Morrison v. National Australia Bank, 561 U.S. 247 (2010) (Scalia, J.) precludes Section 10(b) claims involving securities purchased on a foreign exchange even if the securities at issue were crosslisted on a domestic exchange or plaintiffs executed a “buy order” for the securities in the United States. Please click here to read the Firm’s memo on the City of Pontiac decision.