ATLANTA — A federal judge in Florida did not err in dismissing a plaintiff’s claims brought pursuant to the Racketeer Influenced and Corrupt Organizations Act (RICO) against two men and their various companies because the promissory notes at issue in the litigation were securities under federal law, and the RICO claims were thus barred by the Private Securities Litigation Reform Act (PSLRA), an 11th Circuit U.S. Court of Appeals panel ruled Aug. 3 in affirming.
PHILADELPHIA — Class representatives asked a federal judge in Pennsylvania on July 14 to deny a motion for summary judgment on remaining federal securities laws claims brought against a generic drug company and certain of its current and former senior executives because the evidence presented sufficiently shows not only that the defendants’ alleged representations concealing their involvement in an illegal price-fixing scheme with competitors were false but also that the defendants knew that those statements were false when they were made.
NEW YORK — An exploration and production company’s shareholder filed a complaint in New York federal court on Aug. 3, seeking to enjoin the company, its CEO and its board of directors from conducting a planned shareholder vote on the company’s acquisition by an industry competitor until the defendants turn over information the shareholder argues is key for investors to conduct an informed vote on the proposed plan of acquisition.
NEW CASTLE, Del. — A Delaware judge on July 30 granted primary and excess directors and officers liability insurers’ motion to dismiss an insured’s breach of contract lawsuit seeking coverage for defense costs and pre- and post-judgment interest incurred from an appraisal proceeding filed by dissenting stockholders following a corporate merger, finding that “an appraisal action is a statutory proceeding that does not seek redress in response to any corporate act” and “even if an appraisal action does arise from or seek redress for a corporate act, that act necessarily is the merger’s effectuation, which did not occur before the Run-Off Date.”
NEW YORK — Officers in a hydraulic fracturing company on July 29 filed a brief in New York federal court arguing that the court should dismiss a shareholder lawsuit against them related to alleged federal securities law violations because the plaintiff’s theory that the officers committed fraud in one quarter, “only to make an unprompted disclosure of the error and control deficiencies in the very next quarter, makes no sense.”
SAN FRANCISCO — Shareholders on July 30 asked a federal judge in California to grant preliminary approval of a $33 million securities class action settlement in a lawsuit alleging that the defendants concealed the company’s involvement in an illegal generic drug price-fixing scheme with its competitors in the pharmaceutical industry.
PHILADELPHIA — Shareholders in a securities class action against a biotechnology company and three of its senior executives, who allegedly misrepresented the company’s development and manufacturing capabilities for its COVID-19 vaccine candidate, asked a federal judge in Pennsylvania on July 29 to certify a class of similarly situated investors and named the lead plaintiffs as class representatives.
COLUMBUS, Ohio — The parent company of Victoria’s Secret and Bath & Body Works LLC will use $90 million in company funds to implement a series of corporate governance measures agreed upon with shareholders as part of a shareholder derivative lawsuit settlement agreement stemming from claims that certain of the company’s current and former senior executives created a toxic culture of sexual harassment toward females, damaging the company’s ability to spin off Victoria’s Secret, according to a settlement agreement filed July 30 in Ohio federal court.
NASHVILLE, Tenn. — A federal judge in Tennessee on July 29 denied a motion to dismiss filed by a provider of health and fitness programs to seniors and Medicare members and certain of its current and former executive officers stemming from the company’s acquisition and financial reporting after acquiring nutrition company Nutrisystem Inc., ruling that a pension fund has sufficiently pleaded the necessary elements of its federal securities law claims to survive dismissal.
FORT LAUDERDALE, Fla. — A federal magistrate judge in Florida on July 18 denied a motion by investors in the Mutual Benefits Keep Policy Trust seeking pre-approval of any future payments that a trustee makes to himself or his firm until the trustee’s “enhanced oversight” of the trust’s servicer “can be investigated and fully understood” in a Securities Exchange Commission lawsuit alleging fraudulent selling of investment interests in life insurance policies.
NASHVILLE, Tenn. — A federal judge in Tennessee should deny a former Nissan Motor Corp. executive’s motion to reconsider the judge’s ruling allowing securities law claims to proceed against the defendant because the judge has already twice ruled that the allegations against him have been sufficiently pleaded, shareholders argue in a July 13 opposition brief filed in Tennessee federal court.
CARSON CITY, Nev. — A panel of Nevada Supreme Court justices on July 8 overturned two state trial court rulings in a lawsuit stemming from a denial of fair market value for shares of a company that was subject to a corporate merger, ruling that the trial court erred in holding that the company’s shareholders lacked a right to dissent from the merger and seek fair market value for their shares.
By Phillip J. Troyer and Barry R. Temkin
CINCINNATI — A Sixth Circuit U.S. Court of Appeals judge on July 12 rejected a convicted fraudster’s motion to recall a Sixth Circuit mandate denying his motion for compassionate release, ruling that the appellant has failed to show that he is entitled to any such relief.
NEW YORK — A federal judge in New York on July 9 granted a motion for summary judgment filed by a pharmaceutical company and certain of its current and former senior executives in a securities fraud lawsuit stemming from the defendants’ alleged failure to disclose the anticipated resignation of the company’s chief financial officer in the wake of a public offering of stock, ruling that the defendants have sufficiently pleaded negative loss causation.
WASHINGTON, D.C. — TIAA-CREF Individual & Institutional Services LLC has agreed to pay $97 million to settle Securities and Exchange Commission claims alleging that the dually registered investment adviser and broker-dealer violated federal securities laws by issuing false and misleading statements and failing to adequately disclose conflicts of interest to clients who invested in certain employer-sponsored retirement plans (ESPs).
DENVER — A federal judge in Colorado on July 12 ruled that a putative shareholder class action against a company that provides oilfield services to the hydraulic fracturing industry could proceed because the plaintiffs sufficiently pleaded a claim that the company made misleading statements. The plaintiffs seek to recover damages for violations of the Securities Act of 1933 after the company’s share price dropped following its initial public offering (IPO).
BROOKLYN, N.Y. — Dismissal of federal securities law claims against a Chinese wireless communications technology company, certain of its current and former senior executives and two of its former auditors stemming from their alleged failure to disclose certain related-party transactions is necessary because shareholders have failed to sufficiently plead that any of the company’s financial statements were materially false or misleading, a federal judge in New York ruled July 7.
NEW YORK — Shareholders in a hydraulic fracturing company on July 8 filed a second amended class action complaint in New York federal court contending that the company’s officers violated federal securities laws by “knowingly, or at least recklessly” making false and misleading statements to investors.
NEW YORK — The Securities and Exchange Commission sued a health care company and two of its senior executives in New York federal court on July 7, alleging that the defendants issued a series of misrepresentations regarding the company’s ability to “capitalize on the COVID-19 pandemic” in press releases in violation of federal securities laws.