Securities Law Alert, September 2014
This month’s Alert addresses three Second Circuit decisions: one applying the Supreme Court’s decision in Morrison v. National Australia Bank Ltd., 561 U.S. 247 (2010), to limit the extraterritorial reach of private rights of action under the Commodity Exchange Act; another holding that forum selection clauses may supersede the arbitration rules of the Financial Industry Regulatory Authority (“FINRA”); and a third addressing corporate disclosure obligations in affirming dismissal of a securities fraud class action against Xerox Corporation.
We also discuss two Delaware Chancery Court decisions: one upholding a forum selection bylaw providing that intra-corporate disputes may be heard only in North Carolina courts; and another addressing the pleading standard for breach of fiduciary duty claims against disinterested directors in connection with controlling stockholder transactions subject to entire fairness review.