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Mealey's Securities/D&O Liability - 4th Circuit Affirms Dismissal Of Securities Suit For Failure To Plead Scienter

RICHMOND, Va. - Shareholders in a securities class action lawsuit against an energy provider and its CEO have failed to show that the CEO acted with the requisite scienter in misrepresenting to investors that the company had secured a contract renewal with a large customer because they have not shown that he knew his statements were misleading at the time he made them, a Fourth Circuit U.S. Court of Appeals panel ruled Nov. 15 in affirming a federal judge's dismissal of the action (Maguire Financial LP, et al. v. PowerSecure International Inc., et al., No. 16-2163, 4th Cir., 2017 U.S. App. LEXIS 22968).

Mealey's Securities/D&O Liability - IT Specialist Can Opine On Falsity Of Investor Statements, Judge Says

SHERMAN, Texas - An information technology specialist can testify about whether statements made to investors by the CEO of a computer server development company were false, but cannot opine on whether the statements were misleading, a Texas federal judge ruled Nov. 14 (Securities and Exchange Commission v. William E. Mapp, III, No. 4:16-cv-00246, E.D. Texas, 2017 U.S. Dist. LEXIS 188083).

Mealey's Securities/D&O Liability - Shareholders Seek To Halt Proposed Vote On Ruby Tuesday Acquisition Deal

KNOXVILLE, Tenn. - Ruby Tuesday Inc. shareholders filed three related securities class action lawsuits in Tennessee federal court between Nov. 13 and Nov. 14, seeking to halt a proposed merger deal in which Ruby Tuesday would be acquired, arguing that the company, its CEO and board of directors and others failed to properly provide shareholders with information necessary to conduct a vote on the proposed deal in violation of federal securities law (Jonathan Raul v. Ruby Tuesday Inc., et al., No. 17-494; Larry Patterson v. Ruby Tuesday Inc., No. 17-495; and David Breslau v. Ruby Tuesday Inc., et al., No. 17-496, E.D. Tenn.).

Mealey's Securities/D&O Liability - Judge: Investors Pleaded Scienter In Making Federal Securities Law Claims

NEW YORK - Shareholders in a securities class action lawsuit against car maker Fiat Chrysler Automobiles N.V. (Chrysler), certain of its executive officers and others have properly pleaded scienter and falsity in making their federal securities law claims by showing that the defendants concealed certain emissions-based issues with several of Chrysler's automobiles, a federal judge in New York ruled Nov. 13 in denying the defendants' motion to dismiss (Victor Pirnik v. Fiat Chrysler Automobiles N.V., et al., No. 15-7199, S.D. N.Y.; 2017 U.S. Dist. LEXIS 187264).

Mealey's Securities/D&O Liability - Judge Appoints Investor Group As Lead Plaintiff In Stock-Drop Lawsuit

SAN DIEGO - A federal judge in California on Nov. 7 appointed an investor group to serve as lead plaintiff in a securities class action lawsuit against a consumer and business banking provider and certain of its executive officers because the investor group meets all statutory requirements to serve as lead plaintiff, but the judge rejected the investor group's choice of co-lead counsel because the investor group failed to show that co-lead counsel is necessary (Bar Mandalevy v. BofI Holding Inc., et al., No. 17-0667, S.D. Calif., 2017 U.S. Dist. LEXIS 184504).

Mealey's Securities/D&O Liability - Shareholder Appointed Lead Plaintiff In Securities Class Action Lawsuit

COVINGTON, Ky. - A federal judge in Kentucky on Nov. 7 appointed a shareholder as lead plaintiff in a securities class action lawsuit against a manufacturer and distributor of fiber optic wire and cable products and certain of its executive officers, ruling that although it did not have the largest financial stake in the stock drop suit, it has met all other statutory requirements to serve in the role (Satish Doshi v. General Cable Corp., et al., No. 17-025, E.D. Ky., 2017 U.S. Dist. LEXIS 184254).

Mealey's Securities/D&O Liability - Shareholder's Failure To Plead Scienter Leads To Dismissal Of Securities Claims

BOSTON - A shareholder has failed to plead scienter in making her federal securities law claims against a clinical laboratory services provider and its CEO for their alleged role in concealing an illegal monopoly scheme with the provider's Brazilian affiliate, a federal judge in Massachusetts ruled Nov. 7 in granting the defendants' motion to dismiss (In re Psychemedics Corp. Securities Litigation, No. 17-10186, D. Mass., 2017 U.S. Dist. LEXIS 183955).

Mealey's Securities/D&O Liability - Solicitor General To Take Part In Oral Arguments In Dodd-Frank Suit

WASHINGTON, D.C. - The U.S. Supreme Court on Nov. 6 granted a motion by U.S. Solicitor General Noel C. Francisco to argue pro hac vice and for leave to participate in oral arguments as amicus curiae and for divided argument in an appeal of a Ninth Circuit U.S. Court of Appeals' ruling that a federal district court did not err in using a definition of the term "whistleblower" that was wider than the one established in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) (Digital Realty Trust Inc. v. Paul Somers, No. 16-1276, U.S. Sup.).

Mealey's Securities/D&O Liability - High Court Sets Argument Time In Appeal Of Securities Class Action Ruling

WASHINGTON, D.C. - The U.S. Supreme Court on Nov. 6 issued an order granting in part a motion filed by U.S. Solicitor General Noel J. Francisco to participate in oral arguments as amicus curiae in an appeal of a California Superior Court ruling that shareholders in a securities class action are not preempted from bringing their claims under the Securities Act of 1933 by the Securities Litigation Uniform Standards Act (SLUSA) because the provisions of SLUSA divest state courts of jurisdiction over Securities Act claims (Cyan Inc. v. Beaver County Employees Retirement Fund, et al., No. 15-1439, U.S. Sup.).

Mealey's Securities/D&O Liability - Summary Judgment Ruling In Short-Swing Profit Suit Was Erroneous, Investor Says

NEW YORK - A federal district court erred in granting summary judgment to defendants in a shareholder derivative lawsuit against hedge funds and a hedge fund manager because the defendants did not meet the statutory guidelines necessary to avoid disgorgement of certain short-swing profits they obtained as part of a stock purchase agreement (SPA) and stock exchange agreement (EA) the defendants had with freight shipping company YRC Worldwide Inc., a YRC shareholder argues in an Oct. 31 appellant brief filed in the Second Circuit U.S. Court of Appeals (Andrew E. Roth v. Solus Alternative Asset Management LP, et al., No. 17-2287, 2nd Cir.).

Mealey's Securities/D&O Liability - Court's Dismissal Of Etsy Securities Class Action Was Proper, Defendants Argue

NEW YORK - A federal district court properly dismissed a securities class action lawsuit against the operator of an online marketplace, certain of its executive officers and underwriters of the company's initial public offering (IPO) because shareholders failed to plead any actionable misstatements or omissions or the necessary elements of scienter in making their federal securities law claims, the defendants argue in a Nov. 1 appellee brief filed in the Second Circuit U.S. Court of Appeals (Saleh Altayyar, et al. v. Etsy Inc., et al., No. 17-1180, 2nd Cir.).

Mealey's Securities/D&O Liability - Investor's Derivative Suit Allowed To Proceed After Demand Futility Showing

SAN FRANCISCO - An investor has properly pleaded demand futility in making his claims in a shareholder derivative lawsuit against the board of directors for a security technology company by showing that two of the board members acted in bad faith in deciding to terminate a special committee's investigation into the improper spending of the company's former CEO before it was completed, a federal judge in California ruled Oct. 27 in denying the defendants' motion to dismiss (Ryan Oswald v. Identiv Inc., et al., No. 16-0241, N.D. Calif., 2017 U.S. Dist. LEXIS 178676).

Mealey's Securities/D&O Liability - RBS To Pay More Than $44M Under Terms Of RMBS Nonprosecution Agreement

NEW HAVEN, Conn. - A division of Royal Bank of Scotland (RBS) Group will pay more than $44 million as part of a nonprosecution agreement with the U.S. Attorney's Office for the District of Connecticut and U.S. Department of Justice (collectively, Justice Department) for its role in operating a massive scheme to defraud customers that traded in collateralized loan obligations (CLOs) and residential mortgage-backed securities (RMBS), prosecutors said in an Oct. 25 letter to counsel for RBS division RBS Securities Inc.

Mealey's Securities/D&O Liability - District Court's Dismissal Of Market Manipulation Claims In Securities Suit Upheld

PHILADELPHIA - An investor failed to plead actual or presumed reliance in making his market manipulation claims against the Philadelphia Stock Exchange and certain market participants in violation of federal securities laws, and a federal district court did not err in dismissing as a result, a Third Circuit U.S. Court of Appeals panel ruled Oct. 25 in affirming (I. Stephen Rabin v. NASDAQ OMX PHLX LLC, et al., No. 16-2511, 3rd Cir., 2017 U.S. App. LEXIS 21093).

Mealey's Securities/D&O Liability - Deutsche Bank To Pay $220M To Settle LIBOR Rigging Allegations

NEW YORK - Deutsche Bank AG will pay $220 million to settle claims with the attorneys general of 44 states and the District of Columbia that it manipulated the U.S. Dollar London Interbank Offered Rate (LIBOR) and other benchmark interest rates, according to a press release issued Oct. 25 by New York Attorney General Eric Schneiderman.

Mealey's Securities/D&O Liability - Lead Plaintiff Appointed In Securities Suit Against Communications Company

MONROE, La. - A federal magistrate judge in Louisiana on Oct. 20 appointed the state of Oregon, as trustee of its state employees retirement fund, as lead plaintiff in a securities class action against an integrated communications company and certain of its executive officers, ruling that the state has met all statutory requirements to serve in the role (Benjamin Craig v. CenturyLink Inc., et al., No. 17-1005, W.D. La., 2017 U.S. Dist. LEXIS 174514).

Mealey's Securities/D&O Liability - Securities Claims Against Drug Maker Dismissed For Failure To Plead Scienter

SEATTLE - The lead plaintiff in a securities class action against a developmental stage biopharmaceutical company and certain of its executive officers has shown that the defendants misrepresented the success and prospects for the company's cancer treatment drug in violation of federal securities laws but has failed to show that the defendants acted with the requisite scienter, a federal judge in Washington ruled Oct. 18 in granting the defendants' motion to dismiss without prejudice (Samit Patel v. Seattle Genetics Inc., et al., No. 17-41, W.D. Wash., 2017 U.S. Dist. LEXIS 172588).

Mealey's Securities/D&O Liability - Prosecutors Argue Against Telling Jurors About Shkreli's Partial Acquittal

BROOKLYN, N.Y. - Jurors in the criminal proceedings against alleged co-conspirator to convicted former pharmaceutical company CEO Martin Shkreli's massive securities fraud scheme Evan Greebel should not be made aware of Shkreli's acquittal on conspiracy to commit wire fraud charges, federal prosecutors argued Oct. 16 in an opposition to Greebel's request to disclose the information (United States of America v. Evan Greebel, No. 15-cr-0637, E.D. N.Y.).

Mealey's Securities/D&O Liability - High Court Removes Securities Suit Oral Arguments From Calendar

WASHINGTON, D.C. - The U.S. Supreme Court on Oct. 17 removed from the calendar oral arguments in an appeal of a securities class action ruling regarding Securities and Exchange Commission Regulation S-K Item 303's duty to disclose provision for federal securities law claims and stayed the action after the parties stated that they have reached a settlement (Leidos Inc., v. Indiana Public Retirement System, et al., No. 16-581, U.S. Sup.).

Mealey's Securities/D&O Liability - Federal Securities Claims Against Off-Road Vehicle Manufacturer Dismissed

MINNEAPOLIS - A pension fund failed to plead any actionable misstatements or omissions or scienter in arguing that off-road vehicle (ORV) manufacturer Polaris Industries Inc. and certain of its current and former executive officers concealed certain defects in its products that led to recalls of certain models of ORVs in violation of federal securities laws, a federal judge in Minnesota ruled Oct. 13 in granting the defendants' motion to dismiss (In re Polaris Industries Inc. Securities Litigation, No. 16-3108, D. Minn.).

Mealey's Securities/D&O Liability - Investors Found To Have Pleaded Control-Person Liability In Securities Suit

HARTFORD, Conn. - Investors have properly pleaded each of their state and federal securities laws claims against the co-founder of a virtual currency mining company, a federal judge in Connecticut ruled Oct. 11 in denying the defendant's motion to dismiss all claims against him (Denis M. Audet, et al. v. Stuart A. Fraser, et al., No. 16-0940, D. Conn., 2017 U.S. Dist. LEXIS 167830).

Mealey's Securities/D&O Liability - Judge Grants Preliminary Approval Of $28.5M Settlement In IPO Suit

NEW YORK - A federal judge in New York on Oct. 11 granted preliminary approval of a $28.5 million securities class action settlement between shareholders and a global eCommerce company and others, ruling that the proposed settlement offer is fair, reasonable and adequate (In re Cnova N.V. Securities Litigation, No. 16-444, S.D. N.Y.).

Mealey's Securities/D&O Liability - Government Allowed To Participate In Securities Suit Appeal Oral Arguments

WASHINGTON, D.C. - The U.S. Supreme Court on Oct. 10 granted Acting Solicitor General Noel Francisco's motion for leave to participate in oral arguments as amicus curiae and for divided argument in a securities class action lawsuit challenging a federal appellate court's ruling that Item 303 of Securities and Exchange Commission Regulation S-K creates a duty to disclose that is actionable under federal securities law (Leidos Inc., v. Indiana Public Retirement System, et al., No. 16-581, U.S. Sup.).

Mealey's Securities/D&O Liability - Securities Claims Allowed To Proceed In Wal-Mart Investor Class Action

FAYETTEVILLE, Ark. - A retirement system has standing to bring its federal securities law claims against Wal-Mart Stores Inc. and its CEO to recover for damages sustained by the company as part of its alleged attempt to cover up a bribery scheme at its Mexican subsidiary because investors, not the company, will recover the proceeds of any favorable judgment, a federal judge in Arkansas ruled Sept. 29 in denying the defendants' motion to dismiss (City of Pontiac General Employees Retirement System v. Wal-Mart Stores Inc., et al., No. 12-5162, W.D. Ark., 2017 U.S. Dist. LEXIS 160571).

Mealey's Securities/D&O Liability - SEC Investigation Is 'Prior Or Pending' Claim; No Coverage, Federal Judge Says

NEW YORK - Ruling on dueling summary judgment motions, a New York federal judge held Sept. 25 that an investigation by the Securities Exchange Commission against a private investment firm insured is excluded from coverage because it was pending before the August 2011 inception of an excess directors and officers liability insurance policy (Patriarch Partners, LLC v. Axis Insurance Company, No. 16-2277, S.D. N.Y., 2017 U.S. Dist. LEXIS 155367).