Justia Securities Law Opinion Summaries

Magruder bought 940,000 shares of Bancorp through his Fidelity account, paying $9,298. Years later he asked Fidelity for a certificate showing his ownership. When Fidelity did not comply, Magruder initiated arbitration through the Financial Industry Regulatory Authority. Magruder and Fidelity chose simplified arbitration, in which the arbitrator cannot award more than $50,000 in damages or order specific performance that would cost more than $50,000. Magruder had demanded $28,000 (actual plus punitive damages). The arbitrator directed Fidelity to deliver a stock certificate or explain why it could not do so. Fidelity explained that in 2005 the Depository Trust & Clearing Corporation, responsible for issuing Bancorp paper certificates, had placed a “global lock” on that activity as a result of Bancorp reporting that fraudulent shares bearing identification number 106 were flooding the market. In 2012 Bancorp offered to swap series 106 shares for new series 205 shares, but by then Bancorp had been delisted from stock exchanges and FINRA blocked the swaps. The arbitrator accepted this explanation. Magruder then filed suit. The district judge sided with Fidelity. The Seventh Circuit vacated for lack of jurisdiction. Even assuming that the parties are of diverse citizenship, the stakes cannot exceed $50,000, and the minimum under 28 U.S.C. 1332(a) is $75,000. View "Magruder v. Fidelity Brokerage Servs., LLC" on Justia Law

The Court Appointed Receiver for the Stanford International Bank Ltd. filed a fraudulent transfer claim against defendant, a former international advisor to the Stanford entities. The court concluded that there was a legally sufficient evidentiary basis for the jury’s finding that the Receiver did not discover and could not reasonably have discovered the transfers to defendant and their fraudulent nature until after February 15, 2010, and that, therefore, the Receiver’s fraudulent transfer claim was timely under the Texas Uniform Fraudulent Transfer Act’s, Tex. Bus. & Com. Code 24.010 statute of repose. Therefore, the district court did not err in denying defendant's post-verdict motion for judgment as a matter of law as to the fraudulent transfer. The court did not reach the alternative issues raised by defendant. Finally, the court denied defendant's request to abate this appeal where defendant did not object during trial to this specific language in the jury instruction and he did not request a jury finding on market value even though the parties presented conflicting evidence of market value at trial. Further, defendant failed to brief this issue on the merits. Accordingly, the court affirmed the judgment. View "Janvey v. Romero" on Justia Law

The SEC filed a civil law enforcement action against Todd Duckson, the Fund, and related individuals and entities. A jury found Duckson liable for violating the antifraud provisions of the federal securities laws and for aiding and abetting the Fund's violations.The court held that the district court did not abuse its discretion by declining to admit the complete versions of the appraisals at issue under Federal Rule of Evidence 104 and 403. Further, Duckson cannot show that he was prejudiced by the district court's rulings. The court also concluded that the district court did not abuse its discretion by rejecting Duckson's proposal to set forth separately in the verdict form each alleged misstatement or omission where Duckson has not shown how the district court's factual findings conflict with the jury's findings; the jury was instructed on the relevant time period at issue; and the district court's verdict form did not deprive Duckson of a meaningful right to appellate review of the remedies determination or the liability finding. Accordingly, the court affirmed the judgment. View "Securities and Exchange Comm. v. Duckson" on Justia Law

Plaintiffs filed a putative class action against Allen Standford's lawyers, Thomas Sjoblom, and the law firms where he worked, arguing that they aided and abetted Stanford’s fraud and conspired to thwart the SEC’s investigation of Stanford’s Ponzi scheme. The district court subsequently denied defendants' motion to dismiss the complaint as barred by the attorney immunity under Texas law. The court held that, under Texas law, attorney immunity is a true immunity of suit, such that denial of a motion to dismiss based on attorney immunity is appealable under the collateral order doctrine. The court reversed the district court’s order denying defendants’ motions to dismiss based on attorney immunity now that the Texas Supreme Court has clarified that there is no “fraud exception” to attorney immunity. Accordingly, the court rendered judgment that the case is dismissed with prejudice. View "Troice v. Proskauer Rose, L.L.P." on Justia Law

Plaintiffs filed suit under federal securities laws and state blue sky laws, alleging that Sanofi made materially false or misleading statements regarding its breakthrough drug, Lemtrada, designed to treat multiple sclerosis. The district court granted defendants' motion to dismiss for failure to state a claim. The court agreed with the district court's reasoning and holding. The court writes principally to examine the impact of the Supreme Court’s decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, decided after the district court rendered its decision. Given the sophistication of the investors here, the FDA’s public preference for double‐blind studies, and the absence of a conflict between defendants’ statements and the FDA’s comments, the court concluded that no reasonable investor would have been misled by defendants’ optimistic statements regarding the approval and launch of Lemtrada. Issuers must be forthright with their investors, but securities law does not impose on them an obligation to disclose every piece of information in their possession. As Omnicare instructs, issuers need not disclose a piece of information merely because it cuts against their projections. Accordingly, the court affirmed the judgment. View "In re Sanofi Sec. Litig." on Justia Law

Plaintiff filed suit against Stiefel Labs and its president, Charles Stiefel, on several grounds, including a violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, 15 U.S.C. 78j(b), 17 C.F.R. 240.10b-5. Plaintiff requested that the jury instructions, in order to prevail on a claim under Rule 10b-5(b), require plaintiff to prove only that defendants failed to disclose material information. The district court refused to include the jury instruction. The court concluded that plaintiff's jury instruction misstated the law because Rule 10b-5(b) does not prohibit a mere failure to disclose material information. Accordingly, the court affirmed the judgment. View "Fried v. Stiefel Labs., Inc." on Justia Law

In 2012, a private equity firm purchased a trucking company now owned by Buyer through a merger transaction. Plaintiff initiated this action as the representative of the selling securityholders (Securityholders) to recover a preclosing tax refund. Buyer, in response, asserted several counterclaims. Securityholders sought to dismiss Buyer’s counterclaims. The Court of Chancery (1) denied Securityholders’ motion to dismiss Buyer’s common law fraud claim insofar as that claim asserted fraud based on extra-contractual statements made to Buyer before it entered the merger agreement, as Buyer was not prevented from asserting a claim for fraud based on representations outside the four corners of the merger agreement; (2) granted Securityholders’ motion to dismiss Buyer’s claim under the Delaware Securities Act and Buyer’s claim of unilateral mistake, as these claims failed to state a claim for relief; and (3) granted Plaintiff’s motion for summary judgment concerning the tax refund claim, as Buyer had no defense to Plaintiff’s motion. View "FdG Logistics LLC v. A&R Logistics Holdings, Inc." on Justia Law

Rand-Heart filed a putative class action on behalf of purchasers of Dolan Company's securities under Sections 10(b) and 20(a) of the Securities Exchange Act, 15 U.S.C. 78j(b), 78t(a). The district court dismissed the complaint for failure to state a claim. The court concluded that the district court erred in dismissing the section 10(b) and Rule 10b-5 claim and thus erred in dismissing the secondary liability claim under section 20(a). In this case, taking the allegations as true, DiscoverReady's financial instability caused by the decline in Bank of America was, at the least, so obvious that defendant must have been aware of it. Further, defendant's statements about "double-digit" growth and "lumpiness" are not protected by the Act's safe-harbor provision where these statements are not meaningfully cautionary and they are not company-specific warnings. Finally, the district court did not err in finding no loss-causation for the time period at issue. The court affirmed in part, reversed in part, and remanded for further proceedings. View "Rand-Heart of New York, Inc. v. Dolan" on Justia Law

Jacksonville filed a putative class action against CVB alleging violations of Section 10(b) of the Securities and Exchange Act of 1934, 15 U.S.C. 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. 240.10b-5. The district court granted CVB's motion to dismiss. The court concluded that vague optimistic statements by CVB officials are not actionable and the district court correctly dismissed the claims based on these boasts, characterizing them as puffery. Further, CVB's statements describing the Southern California real estate market and Generally Accepted Accounting Principles (GAAP) violations were not misleading. The court concluded, however, that the second amended complaint (SAC) sufficiently alleges falsity and scienter as to the “no serious doubts” statements in the 10-K on March 4, 2010, and the 10-Q on May 10, 2010. The court also concluded that the SAC adequately plead loss causation. The court held that the announcement of an investigation can “form the basis for a viable loss causation theory” if the complaint also alleges a subsequent corrective disclosure by the defendant. Therefore, the court dismissed the second amended complaint with respect to the "no serious doubts" representations made in the 10-K and the 10-Q and remanded for further proceedings. The court otherwise affirmed the judgment. View "Jacksonville Pension Fund v. CVB" on Justia Law

The Commodity Futures Trading Commission (CFTC) filed this commodity trading fraud action against John B. Wilson and JBW Capital LLC, alleging that Defendants were liable under the Commodity Exchange Act for failing to register with the CFTC and for violating two commodity fraud provisions. The CFTC moved for summary judgment requesting a permanent injunction, restitution, and civil monetary penalties. The district court granted the CFTC’s request for a finding of liability and imposed injunctive relief and civil penalties but declined to award restitution. Both sides appealed. The First Circuit affirmed the district court’s grant of summary judgment and the relief it ordered, holding that the district court did not err in (1) finding that Wilson was liable for failure to register as a commodity pool operator; (2) granting summary judgment on the commodity fraud provisions; and (3) concluding that restitution was unavailable. View "Commodity Futures Trading Comm’n v. Wilson" on Justia Law