Overview: "Discovery" of facts that put investors
on "inquiry notice" did not automatically begin 28 U.S.C.S. §
1658(b)'s limitations period, and since scienter was a "fact" and an
FDA warning letter...
LexisNexis Core Terms: forward-looking, cautionary, safe harbor, high-yield,
portfolio, deterioration, scienter, misleading, prong, financial statement,
actual knowledge, accompanied, disclosure, materially, investment-grade, projection,
On October 16, 2009, the
Securities and Exchange Commission (SEC) instituted a civil injunctive action
in the United States District Court for the Southern District of New York
charging Raj Rajaratnam and his hedge fund advisory firm Galleon Management...
liability under 15 U.S.C.S. § 80a-35(b), an adviser's fee had to be so
disproportionately large that it bore no reasonable relationship to the
services rendered and could not have been the product of arm's length...
LexisNexis Overview: The 15 U.S.C.S. § 78j(b) implied private right of action did not extend to aiders and abettors, thus, suppliers' and customers' arrangements that allowed the investors' company to mislead its auditor and issue a misleading...
Core Terms: conspiracy, indictment, defraud, double jeopardy,
commit, duplicity, overt act, conspiracy to defraud, single offense, collateral
estoppel, stock, separate offenses, duplicitous, sentence, family members,
investor, receiver, winning, partnerships, individualized, receivership,
discovery, good faith, red flags, defrauded, invested, winner's, fraudulent
transfer, partners, approve, intend, fair value, inquiry notice, depositions...
LexisNexis Core Terms: shareholder, acquisition, merger, conveniens, deference, choice of
forum, alternative forum, stock, retirement, Swiss Merger Act, enforceability,
private interests, monetary, corporate law, subject matter, board of directors,...
Overview: Where foreign shareholders alleged that respondents violated § 10(b) of
the Securities and Exchange Act of 1934 and SEC Rule 10b-5 regarding
securities traded on foreign exchanges, dismissal was warranted because §...
LexisNexis Overview: The Oklahoma Department of Securities and a
court-appointed receiver of a Ponzi-scheme operator could proceed against innocent
investors in a Ponzi scheme to recover unreasonable profits received in excess
of their investments...
LexisNexis Core Terms: fixture, chattel, personal property, real estate,
real property, installed, installation, sewer lines, unjust enrichment, realty,
preliminary injunction, failure to state a claim, citation omitted, security
LexisNexis Overview: Plaintiffs' complaint under § 10(b) of Securities
and Exchange Act did not allege with the required particularity under PSLRA
that defendant made material misrepresentations and/or omissions in order to
LexisNexis Overview: In a securities class action suit, the motion to
dismiss under Fed. R. Civ. P. 12(b)(6), filed by the company and its officers,
underwriters, and auditors was denied as to most counts because the investors
sufficiently pled claims...
LexisNexis Overview: A complaint alleging an investment fund's offering
documents violated 15 U.S.C.S. §§ 77k(a) and 77l(a)(2) by a misleading
description of the fund's investment strategy was dismissed because it did not
LexisNexis Overview: Although some of their claims and their proposed
class definition was modified, institutional investors were entitled to Fed. R.
Civ. P. 23 class certification in a federal securities fraud suit against an
insurance company, its...
LexisNexis Core Terms: law claims, federal questions, fiduciary duties,
federal law, removal, rating, federal securities law, credit ratings, fraud
claim, federal claims, original jurisdiction, structured, finance, state law,
unjust enrichment, factual...
LexisNexis Core Terms: shareholder, proposed settlement, nondisclosures,
bonuses, settlement, modest, fine, merger, disclosure, consultant, legacy,
undisclosed, consultation, disclose, billion, package, public interest,
revised, public disclosures...
LexisNexis Overview/Core Terms: intervene, enforcement action, consolidation,
frozen assets, intervenor's, divorce case, marital, counterclaims,
coordination, supplied, divorce proceeding, divorce, frozen, private actions,
LexisNexis Core Terms: lender, investor, fiduciary duty, stock, sheet,
shareholder, financing, business relationships, stockholder, derivative, board
of directors, conspiracy, tortious interference, unjust, line of credit, net
worth, ITV Mem of Law...
LexisNexis Core Terms: scienter, investor, corporate officer, beneficiary,
prospectus, outperformed, investing, requisite, factual allegations,
disclosure, omission, annual, misleading, invested, disseminated, entity,
dramatic, invest, corporate directors...
LexisNexis Overview: SEC's suit alleging false and misleading statements
in violation of 15 U.S.C.S. § 78j(b) and other federal securities laws was
timely under 28 U.S.C.S. § 2462 because the suit was filed within five years of
LexisNexis Overview/Core Terms: stock, personal jurisdiction, long-arm, venue,
omission, merger, trips, citation omitted, material facts, purchaser, prima
facie case, financial statements, pleading requirements, fraud claims,
financial condition, choice...
LexisNexis Core Terms: redemption, support agreement, e-mail, investor,
motive, liquidity, shareholder, scienter, billion, morning, false statements,
overdraft, omissions, personnel, rating, commit fraud, recklessness, suspended,
fraud claims, enforcement...
LexisNexis Core Terms: omission, lease, summary judgment, oil, mineral,
securities laws, mineral rights, misleading, untruth, misrepresentations,
materiality, rescission, exemption, diligence, immovable, federal law, fact
necessary, material facts...
LexisNexis Overview: Under 15 U.S.C.S. § 78u(d)(1), a court found it
unnecessary to enjoin a CFO whom the SEC found liable for committing securities
fraud from violating the securities laws in the future because, although the
CFO gave false testimony...