Justia Securities Law Opinion Summaries

Harman and three of its officers are alleged to have knowingly and recklessly propped up the Company’s stock price by making materially false and misleading statements about the Company’s financial condition and by failing to disclose related material adverse facts in violation of federal securities laws. At issue is whether the complaint stated a plausible claim of securities fraud with respect to three alleged statements that focus primarily on the status of the Company’s personal navigational device (“PND”) products. The court held that, although the challenge to the forward-looking nature of two statements was forfeited, the complaint plausibly alleges that those statements were not entitled to safe harbor protection because the accompanying cautionary statements were misleading insofar as they failed to account for historical facts about PNDs that would have been important to a reasonable investor. Further, the third statement, in the Company’s annual report, is plausibly understood, in the alleged circumstances, as a specific statement about its recent financial performance and not mere puffery. Accordingly, the court reversed the dismissal of the complaint and remanded for further proceedings. View "In Re: Harman Int'l Indus." on Justia Law

The Commodity Futures Trading Commission and the Securities and Exchange Commission concluded that Battoo committed fraud. Battoo and his companies, all located outside the United States, defaulted in the suits. The district judge froze all assets pending a final decision about ownership. The court appointed a Receiver to marshal the remaining assets and try to determine ownership. The Receiver has been recognized as the assets’ legitimate controller in several other nations, including China (Hong Kong), Guernsey, and the Bahamas. Battoo defied the injunction and transferred control of some investment vehicles, located in the British Virgin Islands, to court-appointed Liquidators, who asked the judge to modify the injunction and allow them to distribute assets located in the U.S. or England immediately. The Liquidators maintain that, because Battoo no longer has control, the justification for freezing the assets has lapsed. The court assumed that the Liquidators are now under judicial control, but declined to modify the injunction, ruling that the funds should remain available so that an eventual master plan of distribution can treat all investors equitably. The Seventh Circuit affirmed. It is not clear whether some investment interests can be disentangled reliably from those affected by Battoo’s frauds against U.S. investors; the Liquidators have not argued that any investor is suffering loss as a result of the Receiver’s investment decisions. View "Commodity Futures Trading Comm'n v. Battoo" on Justia Law

After a jury trial, Defendant was convicted of securities fraud, mail fraud, conspiracy to conceal assets and make fraudulent transfers, concealment of assets, fraudulent transfer, uttering coins, and money laundering. The offenses arose from Defendant’s fraudulent schemes used to cheat numerous victims out of more than a million dollars and to manipulate the U.S. Bankruptcy Code to shield his ill-gotten gains from creditors. The First Circuit affirmed Defendant’s conviction and sentence, holding (1) there was sufficient evidence to support the jury’s guilty verdict; and (2) the district court properly calculated the applicable Sentencing Guidelines range and imposed a procedurally and substantively reasonable sentence. View "United States v. Pacheco-Martinez" on Justia Law

In 2010, a West Virginia federal judge ordered Patriot to install environmental remediation facilities at two of its mines. From October 2010 until May 2012, for accounting purposes, Patriot recorded the installation costs as capital expenditures. After corresponding with the Securities and Exchange Commission about this accounting treatment, Patriot restated its financial documents in 2012 to recognize the installation costs as expenses. The restatement caused Patriot’s asset retirement obligation expense and net loss to increase by $49.7 million for 2010 and $23.6 million for 2011. Patriot’s share priced dropped. The company filed for bankruptcy. A securities fraud class action was filed on behalf of all persons who acquired Patriot securities between October 2010, and July 2012, alleging violations of sections 10(b), 20(a), and 20(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78a and SEC Rule 10b–5, against Patriot’s former Chief Executive Officer and former Chief Financial Officer. Plaintiffs argued Defendants fraudulently capitalized the environmental facilities’ installation costs to avoid the impact expensing the costs would have on Patriot’s bottom line. The district court dismissed for failing to meet the heightened requirement for pleading scienter under the Private Securities Litigation Reform Act of 1995, 15 U.S.C. 78u-4. The Eighth Circuit affirmed, finding that the more compelling inference is that Defendants did not act with fraudulent intent. View "Podraza v. Whiting" on Justia Law

The Arkansas Securities Commissioner filed a civil regulatory action against three individuals (collectively, Appellees), alleging that Appellees engaged in the sale of unregistered securities - in the form of notes for real estate loans with a fixed rate of interest - and offering and selling securities despite not being licensed as brokers or agents in violation of the Arkansas Securities Act. The circuit court granted summary judgment in favor of Appellees, concluding that the notes at issue were not securities based on the test announced by the Arkansas Court of Appeals in Smith v. State. The Supreme Court reversed, holding that while the Smith test is instructive, the all-inclusive nature of the test set forth by the Supreme Court in Schultz v. Rector-Phillips-Morse, Inc. is better suited to the purposes of the Act. Remanded. View "Waters v. Millsap" on Justia Law

This derivative action arose out of the London Whale trading debacle. Plaintiff, a JPMorgan shareholder, filed suit seeking to compel JPMorgan to take action, up to and including suing the alleged wrongdoers. The district court dismissed the complaint, finding that plaintiff had not pleaded facts showing that the JPMorgan Board of Directors had wrongfully refused the demand for action. The court noted that the abuse‐of‐discretion standard of review for the dismissal of derivative action cases should be retired, and that dismissals of derivative actions should be reviewed under the same de novo standard that the court followed in all other similarly situated cases. However, because the court is bound by the rule of the Circuit, the court concluded that the district court did not abuse its discretion by dismissing this derivative action. Accordingly, the court affirmed the judgment. Finally, the district court did not err by denying plaintiff an opportunity to amend his complaint. View "Espinoza v. Dimon" on Justia Law

Plaintiffs, a putative class of former Guaranty stockholders whose equity interests were wiped out when Guaranty failed, filed suit alleging federal securities law claims against four former Guaranty executives. Plaintiffs alleged that the executives made materially false and misleading statements regarding Guaranty’s assets. The district court dismissed the claims. The court concluded that, under a holistic review, the Second Amended Complaint confirms that plaintiffs have failed to adequately plead facts that raise a strong inference of scienter. Because plaintiffs have not raised a strong inference of scienter as to any defendant, the court need not reach the issue of loss causation. Accordingly, the court affirmed the judgment of the district court. View "Owens v. Jastrow" on Justia Law

Two certificateholders in ACE Securities Corp., Home Equity Loan Trust sued DB Structured Products (DBSP) for failure to repurchase loans that purportedly did not conform to the representations and warranties of DBSP, which sponsored the transaction. The Trust later sought to substitute itself as plaintiff in place of the certificateholders. DBSP moved to dismiss the complaint as untimely, arguing that the Trust’s claims accrued as of March 28, 2006, more than six years before the Trust filed its complaint. DBSP further contended that the certificateholders did not validly commence this action and lacked standing to sue. Supreme Court denied DBSP’s motion to dismiss and held the Trust’s action to be timely.The Appellate Division reversed. The Court of Appeals affirmed, holding (1) the Trust’s cause of action against DBSP for breach of representations and warranties accrued at the point of contract execution on March 28, 2006; and (2) even assuming that the certificateholders possessed standing to sue, the two certificateholders did not validly commence this action because they failed to comply with the contractual condition precedent to suit. View "ACE Sec. Corp. v DB Structured Prods., Inc." on Justia Law

In reliance on the advice of her investment advisor, Morgan Financial Advisors, Inc. (MFA), Plaintiff invested three-quarters of her retirement savings in a hedge fund that became insolvent, resulting in the loss of her entire investment. Plaintiff filed suit against MFA and its sole owner and officer (collectively, Defendants) alleging that Defendants violated the Massachusetts Uniform Securities Act (Act), committed fraud, and breached their fiduciary duty to her. The trial judge concluded that Defendants were liable under the Act and entered judgment in Plaintiff’s favor. The Supreme Judicial Court affirmed, holding (1) the district judge did not err in finding that Defendants were “sellers” of securities under the Act; (2) Plaintiff timely filed her action under the Act; and (3) the evidence was sufficient to support the convictions. View "Hays v. Ellrich" on Justia Law

Petitioner sought review of the SEC's order to cease and desist from violating the Securities Act of 1933, 15 U.S.C. 77e(a), (c), and the agency's subsequent order denying his motion for reconsideration. Petitioner sold shares of stock in Lexington, Inc. through offshore bank accounts for millions of dollars in profit, but failed to comply with the SEC's registration requirements for the sale of securities. The SEC found that petitioner had violated the Act in two separate enforcement actions. The court found no merit in petitioner’s objections to the SEC’s application of the fraudulent concealment doctrine. The court further held that the Commission correctly rejected petitioner's affirmative defenses of equitable estoppel, judicial estoppel, and waiver. Accordingly, the court denied the petition for review. View "Pierce v. SEC" on Justia Law