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Securities Law Alert

Simpson Thacher’s Securities Law Alert is a monthly publication covering noteworthy decisions in the area of securities and shareholder litigation. 

In This Issue:

Supreme Court: Hears Oral Argument on Whether the SEC May Seek and Obtain Disgorgement in Civil Enforcement Proceedings

Supreme Court: “Actual Knowledge” Requirement for the Three-Year Statute of Limitations for ERISA Breach of Fiduciary Duty Claims Is Not Satisfied Merely by the Plaintiff’s Receipt of the Relevant Disclosures

Tenth Circuit: Affirms the Dismissal of a Securities Fraud Action for Failure to Allege That Any Individual Defendant or the Corporation Itself Acted with Scienter

Southern District of New York: Plaintiffs Cannot Satisfy the PSLRA’s Pleading Requirements With Uncorroborated Allegations Attributed to Anonymous Sources Referenced in Short-Seller Reports

Southern District of New York: Dismisses Securities Fraud Complaint That Mischaracterized Defendants’ Opinions and Emphasizes That Companies Have No Duty to Disclose All Facts Cutting Against Statements of Opinions

Central District of California: Plaintiffs Adequately Alleged That (1) Purchases of Unsponsored ADRs Constituted “Domestic Transactions,” and (2) the Foreign Issuer’s Alleged Fraud Was “in Connection With” Those Transactions

Delaware Supreme Court: Federal Forum Selection Provisions for Securities Act Claims Are Facially Valid 

Delaware Chancery Court: MFW’s Procedural Safeguards Were Not Satisfied Where a Majority of the Special Committee Members Allegedly Had a Material Self-Interest in the Transaction

Delaware Chancery Court: Involvement of a Special Committee Can Cleanse a Transaction Approved by a Conflicted Board Only If the Special Committee Is Engaged Before the Commencement of Substantive Economic Negotiations

Delaware Chancery Court: Allegations That Directors Made Misrepresentations Concerning FDA Approval Prospects Were Insufficient to Plead Demand Futility Absent Plausible Allegations of Scienter

To view this month’s articles as a PDF, please click here.

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