Securities Litigation

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Delaware Chancery Court Decision Provides Reminders for MLP Transactions

Our lawyers discuss a recent Delaware Court of Chancery decision that offers useful reminders to participants in Master Limited Partnership transactions about the limits of acceptable conduct under standard partnership agreement provisions. 

Client Alert | November 23, 2021

Gibson Dunn Named Among 2022 Litigation Powerhouses Lists by BTI Consulting Group

BTI Consulting Group recognized Gibson Dunn as a Complex Commercial Litigation Powerhouse and a Securities and Finance Litigation Powerhouse.

Firm News | November 4, 2021

Gibson Dunn Promotes 27 Lawyers to Partnership

Gibson, Dunn & Crutcher LLP is pleased to announce that the firm has elected 27 new partners, effective January 1, 2022. 

Press Releases | November 4, 2021

Benchmark Litigation US 2022 Gives Top Marks to Gibson Dunn

Benchmark Litigation US recognized Gibson Dunn in eight national litigation practice areas in its 2022 edition and named 79 partners as Litigation Stars and Future Stars across the U.S.

Firm News | October 13, 2021

2021 Mid-Year Securities Litigation Update

As part of a mid-year update, Gibson Dunn lawyers highlight what you need to know in securities litigation developments and trends for the first half of 2021.

Client Alert | August 30, 2021

2021 Mid-Year Securities Enforcement Update

Gibson Dunn lawyers look at the significant developments in securities enforcement from the first six months of 2021, and consider what to expect from new leadership at the U.S. Securities & Exchange Commission and the Enforcement Division.

Client Alert | July 20, 2021

Gibson Dunn Adds Securities Litigation Partner James Farrell in New York

Gibson, Dunn & Crutcher LLP is pleased to announce that James J. Farrell has joined the firm as a partner in the New York office. Farrell, formerly a partner at Latham & Watkins LLP, will continue his complex civil litigation practice, with an emphasis on securities and professional liability litigation.

Press Releases | July 9, 2021

Gibson Dunn Earns 94 Top-Tier Rankings in Chambers USA 2021

In its 2021 edition, Chambers USA awarded Gibson Dunn 94 first-tier rankings, of which 33 were firm practice group rankings and 61 were individual lawyer rankings.

Firm News | May 20, 2021

Court Holds That Federal Securities Law Claims Are Subject to Delaware Exclusive Forum Bylaw

On April 27, 2021, a federal court in the Northern District of California dismissed federal and state law claims brought derivatively on behalf of The Gap, Inc., holding that the California proceedings were foreclosed by a forum selection bylaw designating the Delaware Court of Chancery as the exclusive forum for derivative suits. 

Client Alert | May 3, 2021

Webcast: Shareholder Litigation Developments and Trends

In this webcast, a panel of Gibson Dunn lawyers highlights recent developments and trends in the constantly evolving and complex area of shareholder litigation.

Webcasts | April 28, 2021

Congress Codifies SEC Disgorgement Remedy in Military Spending Bill

New York partner Avi Weitzman and of counsel Tina Samanta are the authors of "Congress Codifies SEC Disgorgement Remedy in Military Spending Bill," [PDF] published by Wall Street Journal in February 2021.

Publications | February 25, 2021

2020 Year-End Securities Litigation Update

As part of a year-end update, Gibson Dunn lawyers highlight what you most need to know in securities litigation developments and trends for the second half of 2020.

Client Alert | February 16, 2021

Federal Court Issues First Decision Dismissing Pandemic-Related Securities Class Action Lawsuit

A California federal court issued the first decision in the country in a securities class action arising out of the COVID-19 pandemic, dismissing the case on the ground that the issuer could not have anticipated the extent of the pandemic in early January 2020.

Client Alert | February 1, 2021

Ninth Circuit Upholds Broad Protection for Corporate Officers Making Forward-Looking Statements

On January 26, 2021, the U.S. Court of Appeals for the Ninth Circuit reaffirmed the broad protections afforded to corporations and their officers when speaking about a company’s future plans and projections.

Client Alert | January 29, 2021

Webcast: Update on COVID-19-Related Developments in Securities Litigation and Corporate Best Practices

In this webinar, Gibson Dunn and Cornerstone Research will provide an update on COVID-19-related securities litigation filed since the pandemic began and corporate best practices

Webcasts | December 15, 2020

Chancery Court Ruling Confirms High Bar to Pleading a Nonexculpated ‘Revlon’ Claim

San Francisco partner Brian M. Lutz and Orange County associate Colin B. Davis are the authors of "Chancery Court Ruling Confirms High Bar to Pleading a Nonexculpated 'Revlon' Claim" [PDF] published by Delaware Business Court Insider on November 11, 2020.

Publications | November 11, 2020

Benchmark Litigation US 2021 Gives Top Marks to Gibson Dunn

Benchmark Litigation US recognized Gibson Dunn in eight national litigation practice areas in its 2021 edition and named 66 partners as Litigation Stars and Future Stars across the U.S.

Firm News | October 16, 2020

Law360 Names Eight Gibson Dunn Partners as 2020 MVPs

Law360 named eight Gibson Dunn partners among its 2020 MVPs. Law360 MVPs feature lawyers who have “distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.” The list was published on October 4, 2020.

Firm News | October 5, 2020

Securities Litigation Partner Craig Varnen Joins Gibson Dunn in Los Angeles

Gibson, Dunn & Crutcher LLP is pleased to announce that Craig Varnen has joined the firm’s Los Angeles office as a partner. Varnen, formerly a partner at Irell & Manella, will continue to focus on securities litigation and other complex litigation at Gibson Dunn.

Press Releases | September 1, 2020

An Oversight Claim By Any Other Name Is Reviewed Under ‘Caremark,’ Says GoPro

Washington, D.C. partner Jason Mendro and associate Jeffrey Rosenberg are the authors of "An Oversight Claim By Any Other Name Is Reviewed Under 'Caremark,' Says GoPro," [PDF] published by Delaware Business Court Insider on August 12, 2020.

Publications | August 20, 2020

New York Attorney General’s Office 18-Month Round-Up

The New York Attorney General (“AG” or the “Office”) has a broad range of powers to launch investigations and bring actions on behalf of the State or its consumers in a wide variety of areas.  The AG’s prerogatives can have a profound impact on corporations, nonprofits, individuals, and investors.  This 18-month round-up is a summary of major cases and initiatives that have occurred under the leadership of New York State’s 67th Attorney General, Letitia James.

Client Alert | August 18, 2020

2020 Mid-Year Securities Litigation Update

As part of a mid-year update, Gibson Dunn lawyers highlight what you most need to know in securities litigation developments and trends for the first half of 2020.

Client Alert | August 10, 2020

Webcast: Potential Implications of the COVID-19 Pandemic for Securities and Derivative Litigation

In this webcast, Gibson Dunn and Cornerstone Research discuss the potential implications of the COVID-19 pandemic for securities and derivative litigation.

Webcasts | May 14, 2020

Gibson Dunn Earns 84 Top-Tier Rankings in Chambers USA 2020

In its 2020 edition, Chambers USA: America’s Leading Lawyers for Business awarded Gibson Dunn 84 first-tier rankings, of which 31 were firm practice group rankings and 53 were individual lawyer rankings.

Firm News | April 24, 2020

Delaware Supreme Court Unanimously Upholds Federal-Forum Provisions

In Salzberg, et al. v. Sciabacucchi (“Blue Apron II”), a unanimous Delaware Supreme Court, with Justice Valihura writing, confirmed the facial validity of federal-forum provisions (“FFPs”)—provisions Delaware corporations adopt in their certificates of incorporation requiring actions arising under the Securities Act of 1933 (the “1933 Act”) to be filed exclusively in federal court.

Client Alert | March 20, 2020

Webcast: Shareholder Litigation Developments and Trends

In this webcast, a panel of Gibson Dunn lawyers highlights recent developments and trends regarding shareholder lawsuits, including filing and settlement trends and activity in the U.S. Supreme Court and state courts.

Webcasts | March 11, 2020

Supreme Court Holds That Unread ERISA Plan Disclosures Do Not Give Participants Actual Knowledge Of The Information Disclosed

On February 26, 2020, the U.S. Supreme Court unanimously held that a fiduciary’s disclosure of plan information alone does not trigger ERISA’s three-year limitations period in fiduciary breach cases.

Client Alert | February 26, 2020

2019 Year-End Securities Litigation Update

Gibson Dunn lawyers highlight securities litigation trends and developments for the second half of 2019.

Client Alert | February 18, 2020

Mark Kirsch Named to City & State 50 Over Fifty

City & State Magazine named New York partner Mark Kirsch among its 2020 50 Over Fifty Awards honorees. The list was published in January 2020. Mark Kirsch focuses on complex securities, white collar, commercial and antitrust litigation.

Firm News | January 22, 2020

2019 Year-End Securities Enforcement Update

Gibson Dunn lawyers review legislative, regulatory and litigation developments and trends in securities enforcement during 2019.

Client Alert | January 14, 2020

If It Looks Like a Duck: Chancery Court Knows a Demand When It Sees One

San Francisco partner Brian Lutz and Washington, D.C. associate Jason Hilborn are the authors of “If It Looks Like a Duck: Chancery Court Knows a Demand When It Sees One,” [PDF] published in the Delaware Business Court Insider on November 13, 2019.

Publications | November 14, 2019

Law360 Names Nine Gibson Dunn Partners as 2019 MVPs

Law360 named nine Gibson Dunn partners among its 2019 MVPs and noted that Gibson Dunn was one of two law firms with the most MVPs this year. Law360 MVPs feature lawyers who have “distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.” The list was published on November 12, 2019.

Firm News | November 12, 2019

Law360 Names Seven Gibson Dunn Lawyers as 2019 Rising Stars

Seven Gibson Dunn lawyers were named among Law360’s Rising Stars for 2019 [PDF], featuring “attorneys under 40 whose legal accomplishments transcend their age.” The following lawyers were recognized: Washington D.C. partner Chantale Fiebig in Transportation, San Francisco partner Allison Kidd in Real Estate, Washington D.C. associate Andrew Kilberg in Telecommunications, New York associate Sean McFarlane in Sports, New York partner Laura O’Boyle in Securities, Los Angeles partner Katherine Smith in Employment and Century City partner Daniela Stolman in Private Equity.

Firm News | September 9, 2019

12 Gibson Dunn Partners Named Lawyers of the Year

Best Lawyers® named 12 Gibson Dunn partners as the 2020 Lawyer of the Year in their respective practice areas and cities: Rachel Brass – San Francisco – Litigation – Antitrust Lawyer of the Year, Miguel Estrada – Washington, D.C. – Litigation – Intellectual Property Lawyer of the Year, Sean Feller – Los Angeles Employee Benefits (ERISA) Law Lawyer of the Year, Douglas Fuchs – Los Angeles Litigation – Regulatory Enforcement (SEC, Telecom, Energy) Lawyer of the Year, Ronald Mueller – Washington, D.C. Corporate Governance Law Lawyer of the Year, Douglas Rayburn – Dallas Securities Regulation Lawyer of the Year, Brian Robison – Dallas Antitrust Law Lawyer of the Year, Eugene Scalia – Washington, D.C. Employment Law – Management Lawyer of the Year, Jesse Shapiro –

Firm News | August 19, 2019

Five Partners Named Among Top Women in Litigation

Benchmark Litigation named Perlette Jura, Andrea Neuman, Elizabeth Papez, Deborah Stein and Meryl Young to its 2019 list of the Top 250 Women in Litigation, which recognizes America’s leading female trial lawyers.

Firm News | August 15, 2019

2019 Mid-Year Securities Litigation Update

Gibson Dunn lawyers highlight what you most need to know in securities litigation trends and developments for the first half of 2019.

Client Alert | August 15, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

The Best Lawyers in America® 2020 has recognized 158 Gibson Dunn attorneys in 54 practice areas. Additionally, 48 lawyers were recognized in Best Lawyers International in Belgium, Brazil, France, Germany, Singapore, United Arab Emirates and United Kingdom.

Firm News | August 15, 2019

Benchmark Litigation Names Three Partners to 40 & Under Hotlist

Benchmark Litigation named Los Angeles partner Heather Richardson, New York partner Gabrielle Levin and Orange County partner Blaine Evanson to its annual 40 & Under Hotlist, which recognizes the achievements of the nation’s most accomplished legal partners aged 40 or younger.

Firm News | August 13, 2019

Delaware Supreme Court Revisits Oversight Liability

In a June 2019 decision applying the famous Caremark doctrine, the Delaware Supreme Court confirmed several important legal principles that we expect will play a central role in the future of derivative litigation and that serve as important reminders for boards of directors in performing their oversight responsibilities.

Client Alert | July 29, 2019

Meryl Young Named Among Most Influential in Orange County

Orange County partner Meryl Young was recognized by the Orange County Business Journal’s in the OC500, a list of the most influential people in Orange County The guide notes her as a ”top female litigator” and one of “California’s top 30” litigators.

Firm News | July 12, 2019

Gibson Dunn Ranked in 2019 U.S. Legal 500

Gibson Dunn earned 54 practice area rankings, including 18 top-tier rankings in the 2019 edition of The Legal 500 – United States, and 32 partners were named Leading Lawyers in their respective practices with an additional 15 partners recognized as Next Generation Lawyers and two attorneys recognized as Rising Stars.

Firm News | July 11, 2019

Supreme Court Holds That Securities Fraud Liability Extends Beyond “Maker” Of False Statements

On March 27, 2019, the U.S. Supreme Court held 6-2 that an individual who knowingly disseminates false statements, even if the individual did not “make” the statements under SEC Rule 10b-5(b), can be held liable under other subdivisions of Rule 10b-5 and related securities laws.

Client Alert | March 27, 2019

Webcast: Shareholder Litigation Developments and Trends (2019)

In this webcast, Gibson Dunn lawyers highlight recent developments and trends in the constantly evolving and complex area of shareholder litigation in the United States.

Webcasts | March 11, 2019

2018 Year-End Securities Litigation Update

Gibson Dunn highlights what you most need to know in securities litigation developments and trends for the latter half of 2018.

Client Alert | March 5, 2019

Law360 Names Gibson Dunn Among Its Securities 2018 Practice Groups of the Year

Law360 named Gibson Dunn one of its six Securities Practice Groups of the Year [PDF] for 2018. The practice group was recognized for “[s]ecuring a landmark U.S.

Firm News | January 16, 2019

Gibson Dunn Named a 2018 Law Firm of the Year

Gibson, Dunn & Crutcher LLP is pleased to announce its selection by Law360 as a Law Firm of the Year for 2018, featuring the four firms that received the most Practice Group of the Year awards in its profile, “The Firms That Dominated in 2018.” [PDF] Of the four, Gibson Dunn “led the pack with 11 winning practice areas” for “successfully securing wins in bet-the-company matters and closing high-profile, big-ticket deals for clients throughout 2018.” The awards were published on January 13, 2019.

Firm News | January 13, 2019

2018 Year-End Securities Enforcement Update

The Securities and Exchange Commission, like most federal agencies, ended 2018 with a whimper, not a bang. Most staffers were furloughed as part of the federal government shutdown, a note on the SEC homepage cautioning that until further notice only a limited number of personnel would be on hand to respond to emergency situations.

Client Alert | January 15, 2019

Law360 Names Eight Gibson Dunn Partners as MVPs

Law360 named eight Gibson Dunn partners among its 2018 MVPs and noted that the firm had the most MVPs of any law firms this year. Law360 MVPs feature lawyers who have “distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.”

Firm News | November 28, 2018

U.S. News – Best Lawyers® Awards Gibson Dunn 132 Top-Tier Rankings

U.S. News – Best Lawyers® awarded Gibson Dunn Tier 1 rankings in 132 practice area categories in its 2019 “Best Law Firms” [PDF] survey. Overall, the firm earned 169 rankings in nine metropolitan areas and nationally.

Firm News | November 1, 2018

SEC Warns Public Companies on Cyber-Fraud Controls

On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud.  The report described the SEC Division of Enforcement's investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting payments to vendors or corporate executives.

Client Alert | October 17, 2018

M&A Report – Flood v. Synutra Refines “Ab Initio” Requirement for Business Judgment Review of Controller Transactions

On October 9, 2018, in Flood v. Synutra Intth'l, Inc., the Delaware Supreme Court further refined when in a controller transaction the procedural safeguards of Kahn v. M & F Worldwide Corp. ("MFW") must be implemented to obtain business judgment rule review of the transaction.

Client Alert | October 15, 2018

M&A Report – Fresenius Marks a Watershed Development in the Analysis of “Material Adverse Effect” Clauses

On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery determined conclusively for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a "material adverse effect" (MAE).

Client Alert | October 2, 2018

Chancery Reaffirms Safe Harbor for Directors’ Reasonable Reliance on Expert Advice

San Francisco partner Brian M. Lutz and New York associate Mark H. Mixon Jr. are the authors of "Chancery Reaffirms Safe Harbor for Directors’ Reasonable Reliance on Expert Advice" [PDF] published in the Delaware Business Court Insider on September 26, 2018.

Article | September 26, 2018

2018 Mid-Year Securities Enforcement Update

I. Significant Developments A. Introduction For a brief moment in time, after several years with as many as 3 of the 5 commissioner seats vacant, the SEC was operating at full force, with the January 2018 swearing in of newest commissioners Hester Peirce and Robert Jackson.

Client Alert | July 30, 2018

2018 Mid-Year Securities Litigation Update

The continued explosion in the number of securities class action filings is once again the big headline in our half yearly update. The now-sustained increase in both the number of filings and average and median settlement amounts—including a five-fold increase in average settlement amounts in the first half of 2018 to $124 million from $25 million in 2017—is causing significant alarm in the securities defense bar, prompting insurance carriers and others to seek regulatory reform and explore other alternatives to reverse these trends.

Client Alert | July 26, 2018

Supreme Court Rules That SEC ALJs Were Unconstitutionally Appointed

Lucia v. SEC, No. 17-130 Decided June 21, 2018 Today, the Supreme Court held that administrative law judges of the Securities and Exchange Commission are inferior “Officers of the United States” within the meaning of the Constitution’s Appointments Clause.

Client Alert | June 21, 2018

Acting Associate AG Panuccio Highlights DOJ’s False Claims Act Enforcement Reform Efforts

On June 14, 2018, Acting Associate Attorney General Jesse Panuccio gave remarks highlighting recent enforcement activity and policy initiatives by the Department of Justice ("DOJ").

Client Alert | June 20, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

Two recent decisions confirm that, in the wake of the Delaware Supreme Court's landmark decisions in Dell and DFC, Delaware courts are taking an increasingly skeptical view of claims in appraisal actions that the "fair value" of a company's shares exceeds the deal price.

Client Alert | April 5, 2018

Supreme Court Holds States May Hear Securities Fraud Class Actions Under The 1933 Act

Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439 Decided March 20, 2018 Today, the Supreme Court held 9-0 that class actions alleging only federal claims under the Securities Act of 1933 may be heard in state court and, if brought in state court, cannot be removed to federal court.

Client Alert | March 20, 2018

ALJs Check Their Own Work, With Unsurprising Results

San Francisco partner Marc Fagel is the author of "ALJs Check Their Own Work, With Unsurprising Results," [PDF] published by Law360 on March 2, 2018.

Article | March 2, 2018

Law360 Names Gibson Dunn Among its Securities 2017 Practice Groups of the Year

Law360 named Gibson Dunn one of its seven Securities Practice Groups of the Year [PDF] for 2017. The firm’s profile was published on February 8, 2018.

Firm News | February 8, 2018

Webcast: Shareholder Litigation Developments and Trends (2018)

Shareholder lawsuits are not only complicated to litigate, but due to the high financial stakes, these actions can be among the most threatening to a company and its directors and officers.

Webcasts | February 6, 2018

2017 Year-End Securities Litigation Update

2017 brought a furious and nearly unprecedented rate of new filings, as well as several important developments in securities law. This year-end update highlights what you most need to know in securities litigation developments and trends for the latter half of 2017:

Client Alert | February 1, 2018

Second Circuit Vacates Class Certification Order on Price Impact Grounds

On January 12, 2018, the Second Circuit issued its second substantive opinion applying Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) ("Halliburton II"), only the third issued by any federal circuit court since the Supreme Court's landmark decision in June 2014.

Client Alert | January 18, 2018

M&A Report – Delaware Supreme Court Reaffirms the Importance of Deal Price As an Indicator of Fair Value in Appraisal Actions

The Delaware Supreme Court’s recent decision in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. represents the latest significant opinion from Delaware courts that has contributed to the reduction in M&A litigation by underscoring that, in an efficient market, the deal price should be accorded significant—if not complete—deference in determining fair value in appraisal actions.

Client Alert | December 18, 2017

2017 Mid-Year Securities Litigation Update

The first half of 2017 brought with it a nearly unprecedented rate of new filings (a pace few predicted), as well as several important developments in the securities laws.

Client Alert | July 20, 2017

Court: Certificate of Incorporation Doesn’t Grant Preferred Stockholders Liquidation Preference

​New York partner Aric Wu is the author of "Court: Certificate of Incorporation Doesn't Grant Preferred Stockholders Liquidation Preference," [PDF] published by Delaware Business Court Insider on July 19, 2017.

Article | July 19, 2017

The Financial Choice Act: Legislation Curbing SEC Enforcement Powers Moves Forward

​San Francisco partner Marc Fagel, New York counsel Mary Kay Dunning, and New York associates Amy Mayer and Alexandra Grossbaum are the authors of "The Financial Choice Act: Legislation Curbing SEC Enforcement Powers Moves Forward," [PDF] published by The Wall Street Lawyer in July 2017.

Article | July 1, 2017

United States Supreme Court Limits Class-Action Tolling

On June 26, 2017, the Supreme Court of the United States held in CalPERS v.

Client Alert | June 26, 2017

M&A Report – Delaware Chancery Court Finds Stockholder Vote To Be Coerced and Not Fully Informed in In re Saba Software, Inc. Stockholder Litigation

In a series of decisions that began with Corwin v. KKR Financial Holdings LLC, it is now clear under Delaware law that boards of directors will receive the protection of the business judgment rule "when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders." On March 31, 2017, in In re Saba Software, Inc.

Client Alert | April 12, 2017

Supreme Court Grants Review in Securities Case About Duty to Disclose

On March 27, 2017, the Supreme Court of the United States granted a petition for a writ of certiorari filed by Gibson Dunn on behalf of its client Leidos, Inc.

Client Alert | April 3, 2017

Corporate Social Responsibility Statements – Recent Litigation and Avoiding Pitfalls

Over the past few years, interest in corporate social responsibility ("CSR") has increased significantly. The spotlight on CSR has led companies to expand and strengthen their CSR efforts.

Client Alert | March 9, 2017

M&A Report – New York and Delaware Part Ways on M&A “Disclosure-Only” Settlements

On January 22, 2016, the Delaware Court of Chancery signaled the demise of "disclosure-only" settlements in M&A stockholder lawsuits with its decision in In re Trulia, Inc.

Client Alert | February 17, 2017

Webcast: Shareholder Litigation Developments and Trends (2017)

​It has been more than twenty years since Congress enacted the Private Securities Litigation Reform Act of 1995, and since that time, private actions under the federal securities laws have continued to be filed at a steady pace.

Webcasts | February 2, 2017

2016 Year-End Securities Litigation Update

The year was yet another eventful one in securities litigation, from the expanded application of Omnicare and Halliburton II, to several significant decisions from the Delaware courts regarding, among other things, the bounds of collateral estoppel analysis and the principles for determining whether a claim is direct or derivative.  The year-end update highlights what you most need to know in securities litigation developments and trends for the last half of 2016: We discuss recent trends in securities filings, including the increased number of securities class actions filed in federal court in 2016.We highlight notable post-Omnicare district court decisions, including many courts' continued application of a high pleading standard for claims brought under Section 11 of

Client Alert | January 25, 2017

Claims Involving a Limited Partnership Deal Are Derivative Under ‘Tooley’ Test

​Los Angeles partner Benyamin Ross and New York associates Jefferson Bell and Lauren Kole are the authors of "Claims Involving a Limited Partnership Deal Are Derivative Under 'Tooley' Test," [PDF] published in Delaware Business Court Insider on January 18, 2017.

Article | January 18, 2017

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

On December 6, 2016, in Salman v. United States, the Supreme Court unanimously resolved a circuit split between the Courts of Appeals for the Second and Ninth Circuits over the meaning of the "personal benefit" element of insider trading law.  In doing so, the Court put to rest confusion on this aspect of insider trading jurisprudence.  But the murky nature of other aspects of insider trading was left untouched, leaving market participants, courts, and lawyers generally "right back where we started from" before Newman.Bassam Salman was convicted of trading on information he received from a corporate insider, after it was found that the insider had breached a fiduciary duty in giving the information.  In order to find that the insider breached a fiduciary

Client Alert | December 7, 2016

Webcast: Election Results and Securities Litigation and Enforcement Trends

Hot off the presses just after Election Day, please join us for a discussion with some of the co-authors of the newly released Second Edition of the authoritative PLI Securities Litigation Treatise regarding potential reforms, trends and developments in securities litigation and enforcement.

Webcasts | November 11, 2016

Chancery Court: Disclosure Claims Should Be Brought Before Closing

​New York partner Adam Offenhartz and associates Jefferson Bell and Anna Karamigios are the authors of "Chancery Court: Disclosure Claims Should Be Brought Before Closing" [PDF] published on October 19, 2016 by Delaware Business Court Insider.

Article | October 19, 2016

Bank Fraud Case Shows the Importance of Charging Decisions

​Los Angeles partner Michael Farhang is the author of "Bank Fraud Case Shows the Importance of Charging Decisions" [PDF] published on October 4, 2016 by Daily Journal. 

Article | October 4, 2016

Special Interests at Stake When Dealing with Distressed Insurers

​Los Angeles partner Michael Farhang and associate Andrew Roach are the authors of "Special Interests at Stake When Dealing with Distressed Insurers" [PDF] published on September 21, 2016 by Delaware Business Court Insider.

Article | September 21, 2016

Removing Securities Act Cases: MoneyGram Bucks the Trend

​San Francisco partner Ethan Dettmer, Los Angeles partner Alex Mircheff and Palo Alto associate Noah Stern are the authors of "Removing Securities Act Cases: MoneyGram Bucks the Trend" [PDF] published on September 9, 2016 by Law360.

Article | September 9, 2016

CEO Misconduct Not Required to Clawback Pay

​San Francisco partner Ethan Dettmer and Palo Alto associate Noah Stern are the authors of "CEO Misconduct Not Required to Clawback Pay" [PDF] published on September 8, 2016 by Daily Journal.

Article | September 8, 2016

Hastily Filed Derivative Suits Can Have Preclusive Effect

​New York partner Aric Wu and associates Jefferson Bell and Ryan Levan are the authors of "Hastily Filed Derivative Suits Can Have Preclusive Effect" [PDF] published on July 20, 2016 by Delaware Business Court Insider.

Article | July 20, 2016

2016 Mid-Year Securities Litigation Update

The first half of 2016 yielded several important developments in securities litigation, including federal appellate decisions applying Omnicare and Halliburton II, as well as Delaware court opinions regarding the application of collateral estoppel to parallel cases previously dismissed based on demand futility, a price-increase for dissenting stockholders in a management-led buyout, and yet further developments on disclosure-only settlements.  The mid-year update highlights what you most need to know in securities litigation developments and trends for the first half of 2016:We highlight the Second Circuit's opinion in Tongue v. Sanofi, which offers the most extensive appellate analysis of Omnicare to date.In a similar vein, we analyze post-Halliburton II opinions, including the Eight

Client Alert | July 14, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

I.          IntroductionWhy read this note?From 3 July 2016, the European Market Abuse Regulation (MAR) will enter into effect, creating a new common regulatory framework on market abuse across the European Union (EU) resulting in the repeal and replacement of existing EU market abuse rules implemented pursuant to the Market Abuse Directive and in new rules being implemented in the UK.  On the same day, a new European Directive, the Directive on Criminal Sanctions for Market Abuse (CSMAD), which complements MAR, will also come into effect.  Together, MAR and CSMAD will update, strengthen and extend the scope of the EU market abuse regime, incorporating a wider range of more stringent sanctions.  If you are an issuer

Client Alert | June 22, 2016

Delaware Court of Chancery Awards 28% Price Increase to Stockholders Who Dissented from 2013 Management-Led Buyout of Dell Inc.

On May 31, 2016, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued his much-anticipated merits opinion in In re: Appraisal of Dell Inc., C.A.

Client Alert | June 3, 2016

Bonus Compensation Clawbacks Are New Norm

​San Francisco partner Marc Fagel, Denver partner Monica Loseman and associate Scott Campbell are the authors of "Bonus Compensation Clawbacks Are New Norm" [PDF] published on May 30, 2016 by The National Law Journal.

Article | May 30, 2016

Eleventh Circuit Limits SEC Power to Seek Disgorgement and Declaratory Relief

On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued a significant decision, in SEC v. Graham, No. 14-13562 (11th Cir.

Client Alert | May 27, 2016

U.S. Supreme Court Narrowly Construes Exclusive Federal Jurisdiction in Section 27 of the Exchange Act, with Helpful Reminders and Potential Silver Linings for Defendants

On May 16, 2016, the U.S. Supreme Court issued an important opinion concerning  Section 27 of the Securities Exchange Act of 1934, which creates exclusive federal jurisdiction over "all suits . . .

Client Alert | May 23, 2016

Deal Litigation After ‘Trulia’

​Palo Alto partner Paul Collins and associate Michael Kahn are the authors of "Deal Litigation After 'Trulia'" [PDF] published on April 27, 2016 by Delaware Business Court Insider.

Article | April 27, 2016

Best Buy Scores a Win Post-Halliburton II

The Eighth Circuit reversed class certification in a highly anticipated ruling in IBEW Local 98 Pension Fund v. Best Buy Co. on Tuesday, April 12, 2016.  The Best Buy decision is the first for a federal court of appeals since the United States Supreme Court's decision in Halliburton Co.

Client Alert | April 15, 2016

How to Use Analytics and Predictive Coding as Securities Litigators

Orange County partner Gareth Evans and New York associate Goutam Jois​ are the authors of "How to Use Analytics and Predictive Coding as Securities Litigators" [PDF] published in the Winter 2016 issue of the ABA Securities Litigation Journal.Copyright 2016© by the American Bar Association.

Article | February 1, 2016

M&A Report: The End of M&A “Disclosure-Only” Settlements with Broad Releases In Delaware

On January 22, 2016, Chancellor Andre Bouchard of the Delaware Court of Chancery issued an important decision in In re Trulia, Inc.

Client Alert | January 26, 2016

2015 Year-End Securities Litigation Update

The year was yet another eventful one in securities litigation, from the Supreme Court's game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements.

Client Alert | January 25, 2016

2015 Year-End Securities Enforcement Update

From at least a numerical standpoint, 2015 was a particularly productive year for the Securities and Exchange Commission's Division of Enforcement. For the government fiscal year ended September 30, the SEC filed 807 enforcement actions, a 7% rise over fiscal 2014.

Client Alert | January 11, 2016

2015 Year-End False Claims Act Update

A bit less, but no less impressive--that is how we would characterize False Claims Act enforcement in 2015. This past year, the federal government recovered approximately $3.6 billion in either settlements or judgments in cases brought under the False Claims Act ("FCA" or the "Act").

Client Alert | January 6, 2016

2015 Year-End Update on Corporate Non-Prosecution Agreements (NPAs) and Deferred Prosecution Agreements (DPAs)

2015 was a blockbuster year in corporate non-prosecution agreements ("NPA") and deferred prosecution agreements ("DPA"), by sheer numbers alone.  Skyrocketing to 100, in 2015 the number of agreements more than doubled the numbers in every prior year since 2000, when Gibson Dunn first began tracking NPA and DPA data.  The Department of Justice ("DOJ") Tax Division's Program for NPAs or "Non-Target Letters" for Swiss Banks (the "DOJ Tax Swiss Bank Program") is primarily responsible for this dramatic increase.  While DOJ and Securities and Exchange Commission ("SEC") officials continue to emphasize the heightened cooperation required for corporations to secure an NPA or DPA, these agreements remain critical tools for r

Client Alert | January 5, 2016

2015 Year-End FCPA Update

​As we kick off our second decade of updates on the state of play in international anti-corruption enforcement, the stakes for multinational companies have never been higher.

Client Alert | January 4, 2016

Chancery Allows Advancement Claims to Proceed in Del. Despite Illinois Action

​Los Angeles partner Michael Farhang is the author of "Chancery Allows Advancement Claims to Proceed in Del. Despite Illinois Action" [PDF] published on December 16, 2015 by the Delaware Business Court Insider.

Article | December 16, 2015