453 results for 'cat:"Securities"'.
J. Garcia finds that the appellate division properly held that compliance with the no-action clause in a securitization agreement for residential mortgage-backed securities was unnecessary. Commercial banks, as investors, could not be expected to ask trustees, as overseers, to bring suit under the clause when their actions had been targeted for causing the losses. However, tort claims based on fiduciary breaches should be dismissed as duplicative of breach of contract claims. Affirmed in part.
Court: New York Court Of Appeals, Judge: Garcia, Filed On: June 15, 2023, Case #: 51, Categories: securities, Fiduciary Duty, Contract
J. Vratil finds that the district court improperly imposed a civil penalty of more than $1.7 million against an individual in a Securities and Exchange Commission’s civil enforcement action against the individual and his attorney for violations of federal securities laws. The individual identified genuine issues of material fact on two additional factors that the district court considered in imposing the civil penalty including the degree of his scienter and his recognition of the wrongful nature of his conduct. Reversed.
Court: 9th Circuit, Judge: Vratil, Filed On: June 13, 2023, Case #: 21-55859, Categories: securities
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Per curiam, the circuit finds that the district court properly convicted defendant of securities fraud in a scheme to defraud an entity of the Oglala Sioux Tribe out of $60 million in proceeds from bond offerings. Defendant sought to sever charges on grounds that being jointly tried subjected him to "spillover prejudice" due to codefendant's prior conviction for financial fraud, but the jury was instructed to ignore that conviction and consider the defendants individually. Affirmed.
Court: 2nd Circuit, Judge: Per curiam, Filed On: June 7, 2023, Case #: 22-539, Categories: Fraud, Jury, securities
J. Land finds in favor of the Securities and Exchange Commission in a fraud action against the brothers arising from a free-riding scheme that resulted in $12,000 in losses to two registered broker-dealers. One brother is liable for disgorgement in the amount of $12,000 and each brother is ordered to pay a $25,000 civil penalty.
Court: USDC Middle District of Georgia, Judge: Land, Filed On: June 6, 2023, Case #: 4:22cv149, NOS: Securities/Commodities/Exchange - Other Suits, Categories: Fraud, securities
J. Bastian grants a motion for an injunction against the ranch co-owner for defrauding Tyson Fresh Meats of $233 million in fabricated invoices for reimbursement for cattle and feed. The ranch co-owner is permanently restrained, enjoined and prohibited from trading on or being subject to the rules of any registered entity, entering transactions involving "commodity interests" and other restrictions.
Court: USDC Eastern District of Washington, Judge: Bastian, Filed On: June 5, 2023, Case #: 4:21cv5050, NOS: Securities/Commodities/Exchange - Other Suits, Categories: Fraud, securities, Injunction
J. Cote grants the technology company's motion to dismiss a putative securities class action based on alleged omissions and misleading statements in the registration statement issued in connection with the company's initial public offering. The putative class alleged that the company, which provides fraud detection services, did not adequately disclose that its client portfolio included several riskier clients which were likely to negatively impact its financial prospects due to an increase in chargeback guarantee expenses. The class failed to plausibly allege that any trend of including a higher proportion of risky clients existed at the time of the IPO. The registration statement sufficiently explained risks to investors.
Court: USDC Southern District of New York, Judge: Cote, Filed On: June 2, 2023, Case #: 1:22cv3545, NOS: Securities/Commodities/Exchange - Other Suits, Categories: securities, Class Action
J. Kim finds that the trial court properly dismissed a shareholders' derivative fiduciary duty suit for a failure to show demand futility. The shareholders did not establish that it would have been futile to serve a demand on the board of directors of the utility responsible for the 2015 Aliso Canyon gas leak. The complaint did not sufficiently allege that the board had not taken good faith efforts to monitor and report safety issues with natural gas storage infrastructure, or that the individual directors faced liability. Affirmed.
Court: California Courts Of Appeal, Judge: Kim, Filed On: June 2, 2023, Case #: B312129, Categories: securities
J. Diaz finds the lower court properly granted judgment to the holding company. The investors failed to show they were misled about the merger and how the holding company's omission of cash-flow projections caused any economic loss. Affirmed.
Court: 4th Circuit, Judge: Diaz, Filed On: June 1, 2023, Case #: 21-1571, Categories: securities, Business Practices
J. Gorsuch finds the lower court improperly determined that a buyer of shares may sometimes recover under Section 11 of the Securities Act of 1933 (Act) without the shares being directly linked to a misleading registration statement; this determination runs counter to previous interpretations of the Act. A buyer purchased shares of a technology company stock and continued to purchase shares over the course of a few months. When the stock value dropped, the buyer filed suit against the technology company alleging it filed a misleading registration statement, but the buyer did not stipulate that he purchased shares directly linked to the allegedly misleading registration statement. The instant court finds that Section 11 states that a shareholder may recover only when a buyer can trace the purchased shares to a false or misleading registration statement. The matter is remanded to the lower court for further consideration as to whether the buyer’s claims meet the criteria of Section 11. Vacated.
Court: US Supreme Court, Judge: Gorsuch, Filed On: June 1, 2023, Case #: 22-200, Categories: securities
J. Ikuta finds that the district court properly dismissed a securities class action claim that The Gap made false or misleading statements to shareholders about its commitment to diversity. Gap’s bylaws contain a valid forum-selection clause stating that the Delaware Court of Chancery is the sole and exclusive forum for any derivative action, therefore the class lead's argument that Gap's forum-selection clause is void fails. Affirmed.
Court: 9th Circuit, Judge: Ikuta, Filed On: June 1, 2023, Case #: 21-15923, Categories: securities, Class Action
J. Kobayashi dismisses a claim of security fraud against several loan brokers and their agent, finding that investments alleged to have been made under coercion are not securities. The private commercial loans in dispute could not have been publicly traded and were not offered to other investors, and therefore cannot be considered securities under the Securities Act.
Court: USDC Hawaii, Judge: Kobayashi, Filed On: May 31, 2023, Case #: 1:22cv344, NOS: Securities/Commodities/Exchange - Other Suits, Categories: Fraud, securities, Business Practices
J. Southwick finds the district court properly entered judgment against the investor who was sued by the receiver to recover funds after his bank was exposed to a Ponzi scheme and placed into receivership. The investor failed to raise his setoff defense before the entry of final judgment and forfeits the defense. Affirmed.
Court: 5th Circuit, Judge: Southwick, Filed On: May 30, 2023, Case #: 22-10235, Categories: Fraud, securities, Banking / Lending
J. Oing finds that the lower court properly dismissed a shareholder challenge to the acquisition of a Canadian oil company by ExxonMobil. The shareholders failed to dissent in the Canadian proceedings that won an amended transaction and raised the valuation for the acquired company. The contingent resource payment agreement unambiguously provides that only the holder committee can initiate a proceeding to challenge the agreement, so they lack standing to pursue their claims. Affirmed.
Court: New York Appellate Divisions, Judge: Oing, Filed On: May 25, 2023, Case #: 02829, Categories: securities, Contract
J. Kuntz dismisses a putative class action securities fraud action brought by investors alleging Ericsson, a multinational telecommunications company based in Sweden, defrauded investors and made false and misleading financial statements related to its recent operations in Iraq. An internal investigation, later obtained by the International Consortium of Investigative Journalists, found the company used illegal methods to secure lucrative contracts in the country, which included the use of bribes, sham contracts and kickbacks and in one case paying ISIS for access to transportation routes through ISIS-held territory. The investors’ claims fail to allege the company acted with conscious recklessness.
Court: USDC Eastern District of New York, Judge: Kuntz, Filed On: May 24, 2023, Case #: 1:22cv1167, NOS: Securities/Commodities/Exchange - Other Suits, Categories: securities
J. Horan denies, in part, a software company's motion to strike an individual's errata sheets in a securities case. Certain aspects of the errata sheets comply with applicable rules and, therefore, will not be precluded from being used for summary judgment or other purposes.
Court: USDC Northern District of Texas , Judge: Horan, Filed On: May 24, 2023, Case #: 3:21cv2025, NOS: Stockholders’ Suits - Contract, Categories: Civil Procedure, securities
J. Navarro grants the shareholder’s motion to remand this shareholder derivative action removed from state court. The company changed its business model from that of “providing advanced software technology to solve modern energy challenges” to describing itself as “a leading bitcoin mining and diversified energy company.” Ensuing events caused the stock price to fall rapidly, making the basis for this suit. The stockholder’s claims are predicated on Nevada state law, only referencing federal violations as an alternative basis.
Court: USDC Nevada, Judge: Navarro, Filed On: May 23, 2023, Case #: 2:23cv445, NOS: Stockholders’ Suits - Contract, Categories: securities, Business Practices, Business Expectancy
J. Freeman grants the smart-building company and its officers' motions to dismiss the investor's putative class action for securities fraud against them. The investor has not sufficiently alleged the statutory standing or loss causation required to bring a claim under Section 11 of the Securities Act, and the officers have sufficiently argued that a due-diligence affirmative defense applies. The investor also has not sufficiently shown that the company's statements of opinion were false under Section 11. He also as not shown that he has statutory standing for a claim under Section 12, standing, loss causation or solicitation under Section 14, or scienter or loss causation under Section 10, among other issues.
Court: USDC Northern District of California, Judge: Freeman, Filed On: May 22, 2023, Case #: 5:21cv6374, NOS: Securities/Commodities/Exchange - Other Suits, Categories: securities, Class Action
J. Gilliam grants lead-plaintiff status to the union fringe benefit funds in a securities-fraud class action alleging that the online clothing company deceived investors in claiming that its new supplementary business model would not "cannibalize" its previous model. The retirement funds have a larger financial interest in the litigation than their competitor for the lead plaintiff spot, the New Mexico State Investment Council, and its claims are typical and adequate to represent the class.
Court: USDC Northern District of California, Judge: Gilliam, Filed On: May 22, 2023, Case #: 4:22cv4893, NOS: Securities/Commodities/Exchange - Other Suits, Categories: securities, Class Action
J. Feeney finds that a promissory note constituted a security after the party that purchased the notes when the condo development failed to progress as planned defaulted. The purchase violated the state uniform securities act because the “family resemblance test” under Reves v. Ernst & Young established that promissory notes were in fact securities.
Court: Michigan Court of Appeals, Judge: Feeney, Filed On: May 18, 2023, Case #: 358656, Categories: securities, Banking / Lending
J. Vilardo finds for the SEC in claims contending an investment advisor gained unauthorized access to and transferred $370,000 from client brokerage accounts to his own accounts because the complaint demonstrates the advisor called multiple broker-dealers to transfer funds, and evidence indicates the advisor deliberately avoided service of this complaint.
Court: USDC Western District of New York, Judge: Vilardo, Filed On: May 17, 2023, Case #: 1:17cv971, NOS: Securities/Commodities/Exchange - Other Suits, Categories: Civil Procedure, Fraud, securities
Per curiam, the circuit finds that the district court properly dismissed class investor claims contending a drug manufacturer made material misstatements about clinical trials on its vaccine candidate to combat Covid-19 because scienter to deceive was lacking, as was specificity concerning allegedly misleading statements. Affirmed.
Court: 2nd Circuit, Judge: Per curiam, Filed On: May 16, 2023, Case #: 22-2704-cv, Categories: securities, Covid-19, Class Action