Justia Securities Law Opinion Summaries

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Investors purchased shares of BlackRock iShares Exchange-Traded Funds (ETFs) and suffered financial losses when their shares were sold pursuant to “market orders” or “stop-loss orders” during a “flash crash” in August 2015, when ETF trading prices fell dramatically. The investors claim that BlackRock’s registration statements, prospectuses, and amendments thereto issued or filed between 2012 and 2015, were false or misleading in that they failed to sufficiently disclose the risks associated with flash crashes. The investors sued, alleging violations of disclosure requirements under the Securities Act of 1933. 15 U.S.C. 77k. The court of appeal affirmed that the investors lacked standing. Liability under sections 11 and 12(a)(2) of the 1933 Act applies only to initial offerings; the investors purchased their ETF shares on the secondary market. The court rejected claims citing section 11, under which a plaintiff has standing if shares purchased in the secondary market can be traced back to an offering made under a misleading registration statement. Given the greater availability of information about potential investments to secondary market investors, limiting the stricter liability imposed by the 1933 Act to primary market transactions is not necessarily unreasonable. In contrast to the “catchall” provisions of the Exchange Act, 15 U.S.C. 77j(b)[ 22]—sections 11 and 12(a)(2) of the Securities Act “apply more narrowly but give rise to liability more readily.” View "Jensen v. iShares Trust" on Justia Law

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In 2014, the Supreme Court held that a claim for breach of the duty of prudence imposed on plan fiduciaries by the Employee Retirement Income Security Act (ERISA) on the basis of inside information, must plausibly allege an alternative action that would have been consistent with securities laws and that a prudent fiduciary would not have viewed as more likely to harm the fund than to help it. The ERISA duty of prudence does not require a fiduciary to break the law and cannot require the fiduciary of an Employee Stock Ownership Plan (ESOP) “to perform an action—such as divesting the fund’s holdings of the employer’s stock on the basis of inside information—that would violate the securities laws.” In 2018, the Second Circuit reinstated a claim for breach of fiduciary duty under ERISA brought by participants in IBM’s 401(k) plan who suffered losses from their investment in IBM stock. The Supreme Court vacated and remanded, characterizing the question as what it takes to plausibly allege an alternative action “that a prudent fiduciary in the same circumstances would not have viewed as more likely to harm the fund than to help it” and whether that pleading standard can be satisfied by generalized allegations that the harm of an inevitable disclosure of an alleged fraud generally increases over time.” The Court concluded that the Second Circuit did not address those questions and noted that the views of the Securities and Exchange Commission might “well be relevant” to discerning the content of ERISA’s duty of prudence in this context. View "Retirement Plans Committee of IBM v. Jander" on Justia Law

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The First Circuit affirmed the judgment of the district court granting the Securities and Exchange Commission's (SEC) motion to dismiss Plaintiff's complaint for lack of subject matter jurisdiction and failure to state a claim, holding that Plaintiff's claims were not entitled to judicial review. Plaintiff, in his capacity as trustee for the F2 Liquidating Trust, filed a complaint against the SEC asserting two claims under the Administrative Procedure Act (APA), 5 U.S.C. 551 et seq. The district court dismissed the case, determining (1) the right to judicial review of the SEC order at issue had been waived as part of a settlement between the SEC and F-Squared Investments, Inc., a former investment advisory firm; and (2) in any event, the court lacked subject matter jurisdiction because Congress vested the courts of appeals with exclusive jurisdiction over challenges to SEC orders. The First Circuit affirmed, holding that the district court correctly decided that the complaint failed to state a claim inasmuch as F-Squared waived judicial review by any court. View "Jalbert v. U.S. Securities & Exchange Commission" on Justia Law

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The Fifth Circuit treated the Petition for Rehearing En Banc as a petition for panel rehearing, granted the petition, withdrew its prior opinions, and substituted the following opinions. These consolidated cases stemmed from an SEC complaint against Robert Allen Stanford, the Stanford International Bank, and other Stanford entities, alleging a massive, ongoing fraud. The receiver subsequently filed suit against two of Stanford's insurance brokers as participants in the fraudulent scheme. The district court entered bar orders and approved settlements after the insurance brokers ultimately agreed to settle conditioned on bar orders enjoining related Ponzi-scheme suits filed against the brokers. Objectors appealed. The court held that the district court had subject matter jurisdiction over the Willis and BMB bar orders enjoining third-party investors' claims; the bar orders enjoining the investors' third-party claims fell well within the broad jurisdiction of the district court to protect the receivership res; and thus the district court did not abuse its discretion by entering the bar orders to effectuate and preserve the coordinating function of the receivership. The court also held that the bar orders negotiated here were legitimate exercises of the receiver's authority; they prevented Florida and Texas state-court proceedings from interfering with the res in custody of the federal district court; and aided the district court's jurisdiction over the receivership entities. Finally, the court held that there was no illicit class settlement and the orders did not offend Federal Rule of Civil Procedure 23; objectors were not entitled to a jury trial; and the district court did not abuse its discretion in approving the BMB and Willis settlement agreements. View "SEC v. Stanford International Bank" on Justia Law

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Plaintiff appealed the district court's dismissal of her claims against her former employer, Anadarko, alleging that the company retaliated against her in violation of the Dodd-Frank Act's whistleblower protections. Plaintiff also sought a declaratory judgment stating that her non-disclosure agreement with Anadarko does not cover a letter she wrote to the SEC detailing Anadarko's alleged misconduct. The Fifth Circuit held that plaintiff failed to present her whistleblower retaliation claim as a continuing violation to the district court, and thus she waived her argument. In this case, the retaliation that plaintiff alleged in the short time between plaintiff's SEC report and her decision to resign was insufficient to state a claim for constructive discharge. Therefore, the court affirmed the district court's judgment in part. However, the court reversed the district court's determination that plaintiff's claim under the Declaratory Judgment Act was nonjusticiable. The court explained that plaintiff's only options were to stay silent or to disclose the SEC letter and risk liability under the Proprietary Information and Inventions Agreement. Consequently, plaintiff presented a justiciable declaratory-judgment claim. Accordingly, the court remanded for further proceedings on that claim. View "Frye v. Anadarko Petroleum Corp." on Justia Law

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The Second Circuit affirmed the district court's grant of defendants' motion to dismiss the complaint for failure to plead, with the requisite particularity, securities fraud under Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5. In light of the Private Securities Litigation Reform Act (PSLRA) and binding circuit precedent, the court held that the district court correctly dismissed the complaint. The court held that the law is well established that a party, when making securities fraud allegations on information and belief, must plead material misstatements and omissions with particularity. The court further clarified that if statements were rendered false or misleading through the nondisclosure of illegal activity, the facts of those underlying illegal acts must also be pleaded with particularity. In this case, the complaint alleged that defendants, producers of chicken, engaged in an illegal antitrust conspiracy, the nondisclosure of which rendered various statements and SEC filings false and misleading. The court held that plaintiffs have failed to allege the details of the underlying antitrust conspiracy with particularity. View "Gamm v. Sanderson Farms, Inc." on Justia Law

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In these appeals stemming from two residential mortgage-back securities (RMBS) transactions the Court of Appeals affirmed the order of the Appellate Division reversing the judgment of Supreme Court and granting Defendants' motions to dismiss the complaints alleging breaches of representations and warranties made in underlying mortgage loans, holding that Plaintiff's causes of action accrued in California, and Plaintiff's actions were untimely pursuant to N.Y. C.P.L.R. 202. Defendants moved to dismiss Plaintiff's actions, contending that pursuant to section 202 Plaintiff's causes of action accrued in California and were therefore untimely. Plaintiff conceded that it was a resident of California but argued that the court should apply a multi-factor analysis to determine where the cause of action accrued. Supreme Court denied Defendants' motions to dismiss, noting that the parties had chosen New York substantive law to govern their rights. The Appellate Division reversed. The Court of Appeals affirmed, holding (1) this Court declines to apply the multi-factor test urged by Plaintiff and instead relies on the general rule that when an economic injury has occurred the place of injury is usually where the plaintiff residents; and (2) where Plaintiff is a resident of California, to satisfy section 202 Plaintiff's actions must be timely under California's statute of limitations. View "Deutsche Bank National Trust Co. v. Barclays Bank PLC" on Justia Law

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The Supreme Court affirmed the judgment of the district court in favor of Defendants in two actions brought under Nebraska's Uniform Fraudulent Transfer Act (UFTA), Neb. Rev. Stat. 36-701 to 36-712, but reversed the court's grant of attorney fees as sanctions on the grounds that both actions were frivolous, holding that the fraudulent transfer actions lacked merit but that the district court abused its discretion in finding the actions as frivolous. The creditors here alleged that a blanket security agreement guaranteeing repayment of a loan by a wife to her husband was a fraudulent transfer under the UFTA. The district court concluded, after a trial, that there was no actual intent to hinder, delay, or defraud any creditor under the UFTA and that the wife had proved good faith. The court then granted the wife attorney fees. The Supreme Court (1) reversed the award of sanctions, holding that the actions were not frivolous under Neb. Rev. Stat. 25-824; and (2) affirmed the judgments of dismissal, holding that the creditors failed to identify and prove there was any "property" at issue in these cases and thus failed to prove that there was a "transfer" under the UFTA. View "Korth v. Luther" on Justia Law

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Imperial fraudulently purchased finished biodiesel and resold it while claiming government incentives and tax credits for producing biodiesel from raw feedstock. Imperial’s CEO (Wilson) hired Williky to artificially inflate Imperial’s stock by “wash and match trades” and “scalping” emails. In the 1990s, Williky had engaged in “wash and match trades” for another company led by Wilson. Williky acquired millions of shares of Imperial stock but failed to report his ownership levels when his shares surpassed five percent. By mid-2011, Williky knew Imperial misrepresented the source of its biodiesel to investors and, by November, knew the extent of Imperial’s fraud. Williky sold all of his Imperial shares and avoided a loss of $798,217. The SEC sued, seeking to permanently enjoin Williky from violating federal securities law and from acting as an officer or director of a public company; to disgorge his financial gains; and to impose a civil penalty for insider trading. Williky entered into a bifurcated settlement with the SEC, conceding his involvement in the fraudulent scheme and agreeing that the court would determine the financial remedies. The SEC requested the statutory maximum civil penalty of $2,394,651 for insider trading, calculated as three times Williky’s avoided losses. Williky argued that the SEC’s proposed judgment ignored his cooperation with governmental agencies. The district court entered a judgment of $1,596,434, equal to two times the avoided losses. The Seventh Circuit affirmed. The district court adequately assessed the value of Williky’s cooperation. View "Securities & Exchange Commission v. Williky" on Justia Law

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Petitioners challenged the SEC's denial of whistleblower awards following a $50 million settlement the SEC reached with Deutsche Bank AG. The Second Circuit denied the petitions for review, holding that it was not arbitrary or capricious for the SEC to conclude that Petitioner Doe's submissions did not provide "original information to the Commission that led to" a successful enforcement action, because Doe's submissions were not used by the Deutsche Bank team. Therefore, the SEC was not equitably estopped from denying Doe's award. The court also held that the SEC did not violate Doe's due process rights by failing to provide Doe with certain materials, and the SEC did not act arbitrarily or capriciously by favoring Claimant 2's submissions over Doe's. Furthermore, petitioners were not entitled to an award for the information they submitted in their Form TCR. Finally, the court held that petitioners' remaining claims were without merit. View "Kilgour v. SEC" on Justia Law