Overview: Securities professionals could not be said to have
made a statement, such that liability under S.E.C. Rule 10b-5(b) attached,
either by (i) using statements to sell securities, regardless of whether those
statements were crafted...
Core Terms: accounting, internet, summary judgment, investor,
resignation, disclosure, causation, stock, misrepresentation, fraudulent,
corrective, stock price, com, share price, drop, audit, times, securities laws,
internal quotation marks...
Core Terms: shareholder, broker, staff, dtc, proxy, no-action,
registered, ownership, record holder, beneficial owner, eligibility,
introducing, stock, custodian, proponent, clearing, depository, investor,
written statement, participating...
Core Terms: investor, escrow agent, aiding and abetting, escrow, scienter,
broker-dealer, issuer, broker, aider and abettor, disclose, Exchange Act,
stock, certificate, registration, negotiations, register, securities law,
Core Terms: misleading, cancel, holders, scienter, stock,
senior, subordinated, presentation, omission, motive, disclosure statement,
quarterly report, restructuring, swap..., fraud claim, press release, bondholders,
Core Terms: Martin Act, class action, invested, investors,
customers, omission, feeder, fiduciary duty, state-law, deception, partner,
partnership interests, fraudulent, preempted, putative, managed, red flags,
partnership agreement, factual...
Core Terms: waive, futility exception, new board, futility,
shareholder's, business judgments, portfolio, exposure, futile, mortgage,
derivative suit, share price, citation omitted, disinterested, derivative,
Core Terms: stock, disgorgement, civil penalties, prejudgment
interest, message, deposit, offset, ill-gotten, per share, broadcast,
fraudulent, wired, severally, connected, disgorge, jointly, entity, pump, dump,
hired, share prices, trading...
Core Terms: fiduciary's, stock's, imprudent, prudence,
fiduciary duty, auction, discretionary authority, loyalty, stock prices, common
stock, duty to investigate, disclose, misrepresentation, nondisclosure,
Core Terms: scienter, omission, misleading, duty to disclose,
disruption, disclosure, investor, polysilicon, projections, disclose, plant,
misrepresentation, heightened, missed, prior statements, citations omitted,
Core Terms: partnership, recusal, reconsider, bias, summary
judgment, interlocutory appeals, reconsideration, freezing, vacate,
emergency, indemnification, contributed, leave to amend, notice of
Core Terms: stock, misrepresentation, punitive, damages award,
disclosure, financial condition, punitive damages, trading, stock price, per
share, accounting, causation, proximate cause, registered, market price,
investor, earning, causal...
Core Terms: place of business, citizenship, diversity
jurisdiction, amount in controversy, nerve center, headquartered, termination,
trading, federal question, headquarters, diversity, discretionary, federal law,
Core Terms: trading, stock, coordinated, law claims, federal
claims, closing price, stock price, causation, unitized, manager, detriment,
bought, buy, ratio, market price, pleading requirements, manipulative, timing,
time period, open market...
fiduciary duty, shareholder, redemption, mandatary, rescission, merger, summary
judgment, disclose, material fact, tire, prescriptive period, fiduciary, choice
of law, acquisition, disclosure, investor, minority shareholder, duty...
releases, personal jurisdiction, service of process, particularity, nationwide,
participated, misleading, long-arm, corporate officers, fair play, substantial
justice, conducting, wireless, haled, physical presence, day-to-day, cell...
prostreammedia, moxiesearch, stock, declaratory relief, confidential,
trade-secret, proprietary, unfair competition, correctly, wrongful use, leave
to amend, trade secrets, trade dress, unincorporated, declaration, domain,
audit, accounting, fraudulent, press releases, financial statements, loan
agreement, misleading, accounts receivable, scienter, reporting, misstatement,
subsidiary, financing, pled, customer, vice presidents, particularity,
lease, educational, ratified, membership, stock, notice, subsidiary, chancery,
ratify, voted, articles of...
lease payments, directed verdict, billboard, omission, unregistered, securities
fraud, deceive, purchaser, invested, disclose, new trial, net worths,
misrepresentation, sales agents, material fact, selling, fraud claims, review...
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: 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...
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 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...