Justia Securities Law Opinion Summaries

The First Circuit affirmed the judgment of the district court denying a motion to intervene filed by LBRY Foundation Inc. (Foundation) in a Securities and Exchange Commission (SEC) civil enforcement action against LBRY, Inc. (LBRY), holding that the district court did not abuse its discretion.The SEC brought his complaint alleging that LBRY failed to register as investment contracts under section 5 of the Securities Act, 15 U.S.C. 77e, LBRY Credits (LBC), an offering of digital assets. Foundation, whose assets consisted of grants of LBRY, moved to intervene, seeking to contest the SEC's enforcement action with alternative legal arguments than those given by LBRY. The district court denied the motion. The First Circuit affirmed, holding that Foundation was not entitled to intervene as of right. View "Securities & Exchange Commission v. LBRY Foundation Inc." on Justia Law

Five registered national securities exchanges filed proposed rules with the SEC to establish fee schedules for Wireless Bandwidth Connections, which connect a customer’s equipment located on the premises of a petitioner-exchange with the customer’s equipment located on the premises of a third-party data center, and Wireless Market Data Connections, which connect a customer to the proprietary data feed of a petitioner-exchange. SEC’s Final Order asserted jurisdiction over the services and approved the proposed rules.The exchanges argued that the SEC’s assertion of jurisdiction over the services was based upon an erroneous interpretation of the statutes that define “exchange” and “facility,” that SEC arbitrarily and capriciously ignored the effect of the Final Rule upon the ability of the wireless services to compete, and that SEC ignored regulations defining “exchange” and arbitrarily departed from relevant agency precedents.The D.C. Circuit upheld the order. The Connections are subject to the SEC’s jurisdiction as “facilities” of an exchange--a market facility maintained by an exchange for bringing together purchasers and sellers of an exchange. The SEC correctly concluded that the fee schedules for the Connections had to be filed as “rules of an exchange,” consistent with SEC regulations and precedent. View "Intercontinental Exchange, Inc v. Securities and Exchange Commission" on Justia Law

In October 2018, a Boeing 737 MAX airliner crashed in the sea near Indonesia, killing everyone on board. In March 2019, a second 737 MAX crashed in Ethiopia, again killing everyone on board. Within days of the second crash, all 737 MAX airliners around the world were grounded. The FAA kept the planes grounded until November 2020, when it was satisfied that serious problems with the planes’ flight control systems had been corrected. The Pension Plan, a shareholder of the Boeing Company, filed a derivative suit on behalf of Boeing under the Securities Exchange Act of 1934, 15 U.S.C. 78n(a)(1), alleging that Boeing officers and board members made materially false and misleading public statements about the development and operation of the 737 MAX in Boeing’s 2017, 2018, and 2019 proxy materials.The district court dismissed the suit without addressing the merits, applying a Boeing bylaw that gives the company the right to insist that any derivative actions be filed in the Delaware Court of Chancery. The Seventh Circuit reversed. Because the federal Exchange Act gives federal courts exclusive jurisdiction over actions under it, applying the bylaw to this case would mean that the derivative action could not be heard in any forum. That result would be contrary to Delaware corporation law, which respects the non-waiver provision in Section 29(a) of the federal Exchange Act, 15 U.S.C. 78cc(a). View "Seafarers Pension Plan v. Bradway" on Justia Law

After a scandal that led to plaintiff's resignation from his positions at Banc of California, plaintiff filed suit against Banc, several individual directors and Banc executives, and Banc's lead auditor. Defendant filed anti-SLAPP (strategic lawsuits against public participation, Code Civ. Proc., 425.16) motions to strike various of the causes of action plaintiff alleged.In the published portion of the opinion, the Court of Appeal affirmed the Brown order granting Defendant Brown's motion in part. The court held that statements in an annual 10-K report filed with the SEC constitute statements "made in connection with an issue under consideration or review by [an] official proceeding" under section 425.16, subdivision (e)(2). View "Sugarman v. Brown" on Justia Law

After a scandal that led to plaintiff's resignation from his positions at Banc of California, plaintiff filed suit against Banc, several individual directors and Banc executives, and Banc's lead auditor. Defendant filed anti-SLAPP (strategic lawsuits against public participation, Code Civ. Proc., 425.16) motions to strike various of the causes of action plaintiff alleged.In the published portion of the opinion, the Court of Appeal held that statements Banc made in its Forms 8-K and 10-Q filed with the SEC, as well as related investor presentations and conversations, are protected activity under section 425.16, subdivision (e)(2) as matters under review and consideration by the SEC. Furthermore, statements related to financial projections were also protected under section 425.16, subdivision (e)(4), as matters of public interest. View "Sugarman v. Benett" on Justia Law

Christopher Kjelgren appealed a district court judgment entered in favor of Cavare, Inc., and the subsequent order denying his motion for relief from the judgment. In 2017, Cavare, Inc. (also referred to as “Cavare USA”) commenced this action seeking a judgment declaring Cavare USA the rightful owner of a one-third interest in Petroleum Services Drilling Motors, Inc. (“PSDM”), and claiming breach of fiduciary duty, conversion, and unjust enrichment to recover $230,000 in shareholder distributions that PSDM had made to Kjelgren. Following a bench trial, the district court found Cavare USA was the owner of the disputed PSDM shares and $230,000 in shareholder distributions issued to Kjelgren belonged to Cavare USA. The North Dakota Supreme Court concluded the court’s finding that Cavare, Inc. was the rightful owner of disputed shares corresponding to a one-third interest in Petroleum Services Drilling Motors, Inc. was not clearly erroneous. Furthermore, the Supreme Court concluded the court did not abuse its discretion in denying his motion for relief from the judgment under N.D.R.Civ.P. 60. View "Cavare v. Kjelgren" on Justia Law

The Second Circuit vacated the district court's grant of Hain's motion to dismiss a class action alleging securities fraud for failure to state a claim. Plaintiffs alleged that Hain violated Section 10(b) and section 20(a) of the Securities Exchange Act of 1934 by asserting in public statements that Hain's favorable sales figures were attributable to strong consumer demand for its products while failing to disclose that demand for its products was declining and that a significant percentage of sales was in fact attributable to the practice of channel stuffing.The court held that the district court erred in granting Hain's motion because the district court relied on the erroneous assumption that plaintiffs' Rule 10b-5(b) claim was contingent on plaintiffs successfully pleading a fraudulent business scheme or practice in violation of Rules 10b-5(a) or (c). The court also concluded that the district court erred in failing to consider the cumulative weight of all of plaintiffs' scienter allegations. Accordingly, the court remanded for further proceedings. View "In re: The Hain Celestial Group, Inc. Securities Litigation" on Justia Law

The en banc court held that the Securities and Exchange Act of 1934 does not strip the federal district courts of subject-matter jurisdiction to hear structural constitutional claims. The en banc court stated that 15 U.S.C. 78y does not explicitly or implicitly strip the district court of jurisdiction over plaintiff's claim; the Supreme Court has already rejected the SEC's precise jurisdictional argument under section 78y; and the Thunder Basin factors do not warrant departing from the statutory text or deviating from the Supreme Court's interpretation of section 78y. In this case, plaintiff's removal power claim is wholly collateral to the Exchange Act's statutory-review scheme, is outside the SEC's expertise, and might never receive judicial review if district court jurisdiction were precluded. Therefore, the en banc court concluded that the Thunder Basin inquiry simply reaffirms that Free Enterprise Fund v. Public Co. Accounting Oversight Board, 561 U.S. 477, 489 (2010), controls this case and that plaintiff's removal power claim is within the district court's jurisdiction.The en banc court also held that plaintiff's removal power challenge is ripe where her claim is a pure issue of law that is fit for judicial decision without any additional factfinding. Furthermore, if plaintiff's claim is meritorious, then withholding judicial consideration would injure her by forcing her to litigate before an ALJ who is unconstitutionally insulated from presidential control. Accordingly, the en banc court affirmed in part, reversed in part, and remanded for further proceedings. View "Cochran v. Securities and Exchange Commission" on Justia Law

In 2017, the Delaware Court of Chancery held that Plaintiff Robert Lenois had pled with particularity that the controlling stockholder of Erin Energy Corporation (“Erin” or the “Company”) had acted in bad faith. It further held that Lenois had pled either “very serious claims of bad faith” or “a duty of care claim” against the remainder of Erin’s board in connection with two integrated transactions. In those transactions, the controller allegedly obtained an unfair windfall by selling certain Nigerian oil assets to Erin. The trial court dismissed the derivative claims on standing grounds (i.e., holding that demand was not excused). Lenois appealed that decision. During the pendency of the appeal, Erin voluntarily filed for bankruptcy. The Chapter 7 Trustee obtained the permission of the Bankruptcy Court to pursue, on a direct basis, the claims that had been asserted in the Lenois action in the Court of Chancery. As a result of the bankruptcy proceedings, which vested the Trustee with control over the claims, the Delaware Supreme Court determined that the sole issue on appeal was moot. The case was remanded to the Court of Chancery to resolve two pending motions — a Rule 60(b) motion and the Trustee’s motion pursuant to Rule 25(c) to be substituted for nominal defendant Erin and then realigned as plaintiff (the “Realignment Motion”). The Court of Chancery denied the Rule 60(b) motion and summarily denied the Rule 25(c) motion. Here, the Supreme Court reversed, holding the Court of Chancery should have granted the Trustee’s Substitution and Realignment Motion. View "Lenois v. Lukman" on Justia Law

DXC, a publicly-traded company formed in 2017 from a merger of Computer Science and Hewlett Packard, initially met its strategic financial goals by instituting costcutting measures. In February 2018, it issued a press release announcing its continued financial success. Soon, DXC had to revise its projected revenue guidance to shareholders downward by an estimated $800 million, which it announced in November 2018. DXC’s shareholders incurred losses when its stock price subsequently fell.Plaintiffs represent a class of shareholders who acquired DXC stock from February 8 through November 6, 2018, alleging violations of the Securities Exchange Act, 15 U.S.C. 78j(b), 78t(a), and Rule 10b-5. They claim that Defendants knew the cost-cutting measures implemented in 2018 undermined DXC’s ability to generate revenue and that this was contrary to information released to the public so that the Defendants fraudulently induced them to acquire DXC stock by making material misstatements and omissions regarding DXC's financial health and that they did so with the requisite scienter. The Fourth Circuit affirmed the dismissal of the suit. The statements issued by DXC were either forward-looking statements protected under the Private Securities Litigation Reform Act of 1995 (PSLRA), 15 U.S.C. 78u-5, safe-harbor provision, or non-actionable puffery and that the complaint, viewed as a whole, did not contain factual allegations sufficient to give rise to the “strong inference” of scienter required by the PSLRA. View "KBC Asset Management NV v. DXC Technology Co." on Justia Law