Justia Securities Law Opinion Summaries

The First Circuit affirmed the judgment of the district court dismissing Investors' securities fraud claims, with one exception with respect to one particular statement for which the Court concluded that Investors' pleadings adequately stated a claim, holding that the district court correctly dismissed Investors' remaining fraud claims.Investors brought this class action following a significant drop in Biogen Inc.'s stock price, alleging violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Investors specifically alleged that Defendants' statements regarding its Alzheimer's disease drug's clinical trials were misleading. The district court granted Defendants' motion to dismiss, concluding that Investors failed adequately to allege a materially false or misleading statement or omission, loss causation, and scienter. The First Circuit (1) reversed the judgment of the district court dismissing the section 10(b) and section 20(a) claims predicated upon a certain statement, holding that dismissal was not warranted as to this issue; and (2) otherwise affirmed the dismissal of the remaining fraud claims, holding that the district court did not err as to these claims. View "Shash v. Biogen Inc." on Justia Law

iRhythm Technologies, Inc.’s (iRhythm) stock price fell after it received a historically low Medicare reimbursement rate for one of its products. Appellant, an investor in iRhythm, filed a putative securities fraud class action against iRhythm and one of its former Chief Executive Officers, alleging that investors were misled during the regulatory process preceding this stock price collapse. Pursuant to the Private Securities Litigation Reform Act of 1995 (PSLRA), the district court appointed Public Employees’ Retirement System of Mississippi (PERSM) as the lead plaintiff in the action. PERSM filed a first and then second amended complaint (SAC, the operative pleading) alleging securities fraud claims against iRhythm and additional corporate officers (together, Defendants). Defendants filed a motion to dismiss PERSM’s SAC for failure to state a claim. PERSM did not appeal the district court’s grant of this motion. Appellant appealed.   The Ninth Circuit dismissed, for lack of jurisdiction due to Appellant’s lack of standing, an appeal from the district court’s dismissal of a putative securities fraud class action. The panel held that Appellant lacked standing to appeal because he was not a party to the action. Appellant’s filing of the initial complaint and his listing in the caption of the second amended complaint were insufficient to confer party status upon him. The body of the operative complaint made clear that PERSM was the sole plaintiff, and Appellant’s status as a putative class member did not give him standing to appeal. The panel further held that Appelant failed to demonstrate exceptional circumstances conferring upon him standing to appeal as a non-party. View "MARK HABELT, ET AL V. IRHYTHM TECHNOLOGIES, INC., ET AL" on Justia Law

Pest-control company Terminix faced a “super termite” crisis from 2018-2019 that predominately affected homeowners in Alabama. The Fund alleged that Terminix’s parent company, ServiceMaster and its executives (Defendants), violated federal securities laws through a series of misrepresentations and omissions that understated ServiceMaster’s liability for the resulting termite-damage claims, concealed the risk of such claims from investors, and falsely touted the company’s customer-retention and growth efforts while strategically using price increases to cause affected customers to drop their service contracts in an attempt to limit future liability. The Fund claims that these actions and omissions constituted a scheme to defraud ServiceMaster’s investors by inflating the company’s reported financial results relative to its true financial condition, causing a financial loss to investors in ServiceMaster’s stock.The Sixth Circuit affirmed the dismissal of the suit. Although the Fund alleged potentially actionable misstatements and omissions, it had failed to plead a “strong inference” that the Defendants had acted with the scienter required by the Private Securities Litigation Reform Act, 109 Stat. 737. The Fund’s “allegations can be read to plausibly suggest that Defendants knew they had a problem in Alabama and then misled investors about the extent of the problem” but the opposing inference is also plausible–that the Defendants had developed what they thought was a solution to larger problems at Terminix and disclosed the existence of the Alabama problem with reasonable promptness. View "Teamsters Loc. 237 Welfare Fund v. ServiceMaster Global Holdings, Inc." on Justia Law

The district court appointed a receiver to claw back profits received by investors in a Ponzi scheme that was the subject of a Securities and Exchange Commission enforcement action. The receiver filed suit against certain investors, alleging fraudulent transfers from the receivership entities to the investors. The district court concluded that the receiver was bound by arbitration agreements signed by the receivership company, which was the instrument of the Ponzi scheme. The district court relied on Kirkland v. Rune.   The Ninth Circuit reversed the district court’s order denying a motion to compel arbitration. The panel held that EPD did not control because it addressed whether a bankruptcy trustee, not a receiver, was bound by an arbitration agreement. Unlike under bankruptcy law, there was no explicit statute here establishing that the receiver was acting on behalf of the receivership entity’s creditors. The panel held that a receiver acts on behalf of the receivership entity, not defrauded creditors, and thus can be bound by an agreement signed by that entity. But here, even applying that rule, it was unclear whether the receiver was bound by the agreements at issue. The panel remanded for the district court to consider whether the defendant investors met their burden of establishing that the fraudulent transfer claims arose out of agreements with the receivership entity, whether the investors were parties to the agreements and any other remaining arbitrability issues. View "GEOFF WINKLER V. THOMAS MCCLOSKEY, JR., ET AL" on Justia Law

Petitioner was employed at Office Depot as a senior financial analyst. He was responsible for, among other things, ensuring data integrity. One of Ronnie’s principal duties was to calculate and report a metric called “Sales Lift.” Sales Lift is a metric designed to quantify the cost-reduction benefit of closing redundant retail stores. Petitioner identified two potential accounting errors that he believed signaled securities fraud related to the Sales Lift. Petitioner alleged that after he reported the issue, his relationship with his boss became strained. Eventually, Petitioner was terminated at that meeting for failing to perform the task of identifying the cause of the data discrepancy. Petitioner filed complaint with the Department of Labor’s Occupational Safety and Health Administration (OSHA), and OSHA dismissed his complaint. Petitioner petitioned for review of the ARB’s decision.
The Eleventh Circuit denied the petition. The court explained that Petitioner failed to allege sufficient facts to establish that a reasonable person with his training and experience would believe this conduct constituted a SOX violation, the ARB’s decision was not arbitrary or capricious, an abuse of discretion, or otherwise not in accordance with the law. The court wrote that Petitioner’s assertions that Office Depot intentionally manipulated sales data and that his assigned task of investigating the discrepancy was a stalling tactic are mere speculation, which alone is not enough to create a genuine issue of fact as to the objective reasonableness of Petitioner’s belief. View "Chris Ronnie v. U.S. Department of Labor" on Justia Law

The Securities and Exchange Commission (“SEC”) sued Defendant as well as other individual Defendants and corporate entities for securities violations. Defendant appealed the district court’s order appointing a receiver over all corporations and entities controlled by him. A central dispute between the parties is what test the district court should have applied before imposing a receivership. Defendant argued the district court abused its discretion because it did not apply the standard or make the proper findings under the factors set forth in Netsphere (“Netsphere factors”). The SEC responded that Netsphere is inapplicable and the district court’s findings were sufficient under First Financial.   The Fifth Circuit vacated the district court’s order appointing a receiver. The court granted in part Defendant’s motion for a partial stay pending appeal. The court explained that, as Defendant points out, the district court’s order denying the stay discussed events and actions that took place after the receivership was already in place. Accordingly, the court vacated the appointment of the receiver and remanded so that the district court may consider whether to appoint a new receivership under the Netsphere factors. The court immediately suspended the receiver’s power to sell or dispose of property belonging to receivership entities, including the power to complete sales or disposals of property already approved by the district court. The court explained that the suspension does not apply to activities in furtherance of sales or dispositions of property that have already occurred or been approved by the district court. The court clarified that “activities in furtherance” do not include the completion of the sale of any property. View "SEC v. Barton" on Justia Law

The Securities and Exchange Commission recently approved the trading of two bitcoin futures funds on national exchanges but denied approval of Grayscale’s bitcoin fund. Petitioning for review of the Commission’s denial order, Grayscale maintains its proposed bitcoin exchange-traded product is materially similar to the bitcoin futures exchange-traded products and should have been approved to trade on NYSE Arca.   The DC Circuit vacated the order and granted Grayscale’s petition. The court explained that the denial of Grayscale’s proposal was arbitrary and capricious because the Commission failed to explain its different treatment of similar products. The court explained that to avoid arbitrariness and caprice, administrative adjudication must be consistent and predictable, following the basic principle that similar cases should be treated similarly. The court wrote that NYSE Arca presented substantial evidence that Grayscale is similar, across the relevant regulatory factors, to bitcoin futures ETPs. As such, the court found that the Commission failed to adequately explain why it approved the listing of two bitcoin futures ETPs but not Grayscale’s proposed bitcoin ETP. Accordingly, the court explained that in the absence of a coherent explanation, this, unlike regulatory treatment of like products, is unlawful. View "Grayscale Investments, LLC v. SEC" on Justia Law

The Supreme Judicial Court held that the Secretary of the Commonwealth did not overstep the bounds of the authority granted to him under the Massachusetts Uniform Securities Act (MUSA), Mass. Gen. Laws ch. 110A, by promulgating the "fiduciary duty rule."The Secretary brought an administrative enforcement proceeding alleging that Plaintiff Robinhood Financial LLC violated the prohibition in Mass. Gen. Laws ch. 110A, 204(a)(2)(G) against "unethical or dishonest conduct or practices in the securities, commodities or insurance business" by dispensing ill-suited investment advice to unsophisticated investors. The Secretary defined the phrase in section 204(a)(2)(G) to require broker-dealers that provide investment advice to retail customers to comply with a statutorily-defined fiduciary duty. Thereafter, Plaintiff brought the instant action challenging the validity of the fiduciary duty rule. The superior court concluded that the Secretary acted ultra vires to promulgating the rule. The Supreme Judicial Court reversed, holding (1) the Secretary acted within his authority under MUSA; (2) the fiduciary rule does not override common-law protections available to investors; (3) MUSA is not an impermissible delegation of legislative power; and (4) the fiduciary rule is not invalid under the doctrine of conflict preemption. View "Robinhood Financial LLC v. Secretary of the Commonwealth" on Justia Law

Lead Plaintiff E. Öhman J:or Fonder AB and others (“Plaintiffs”) brought this putative class action on behalf of all persons or entities who purchased or otherwise acquired common stock of NVIDIA Corporation (“NVIDIA”) during the proposed Class Period. The district court dismissed Plaintiffs’ first complaint with leave to amend, holding that it failed to plead sufficiently that defendants’ statements were materially false or misleading, and that the statements were made knowingly or recklessly.   The Ninth Circuit affirmed in part and reversed in part. The court explained that Section 20(a) assigns joint and several liability for any person who controls any person liable under Section 10(b). Because the panel held that the amended complaint did not sufficiently plead a cause of action under Section 10(b) and Rule 10b-5 against defendants Kress and Fisher, the only alleged primary violation was that committed by NVIDIA through defendant Huang. The panel affirmed the district court’s dismissal of plaintiffs’ Section 20(a) claims against Kress and Fisher, vacated the dismissal of the Section 20(a) claims as to Huang, and remanded for further proceedings as to those claims. View "E. OHMAN J:OR FONDER AB, ET AL V. NVIDIA CORPORATION, ET AL" on Justia Law

Plaintiff brought a series of claims in New York state court arising out of a syndicated loan transaction facilitated by Defendants, a group of financial institutions. Plaintiff’s appeal presents two issues. The first issue presented is whether the United States District Court for the Southern District of New York had subject matter jurisdiction over this action pursuant to the Edge Act, 12 U.S.C. Section 632. The second issue presented is whether the District Court erroneously dismissed Plaintiff’s state-law securities claims on the ground that he failed to plausibly suggest that notes issued as part of the syndicated loan transaction are securities under Reves v. Ernst & Young, 494 U.S. 56 (1990).   The Second Circuit affirmed. The court held that the district court had jurisdiction under the Edge Act because Defendant JP Morgan Chase Bank, N.A. engaged in international or foreign banking as part of the transaction giving rise to this suit. The court also held that the district court did not erroneously dismiss Plaintiff’s state-law securities claims because Plaintiff failed to plausibly suggest that the notes are securities under Reves. View "Kirschner v. JP Morgan Chase Bank, N.A." on Justia Law