Justia Securities Law Opinion Summaries

Defendant executed several illegal insider trades involving the stock of the supermarket chain Albertson's using material nonpublic information received from an employee of UBS. On appeal, defendant challenged the district court's judgment ordering him to disgorge profits from illegal insider trading, enjoining him from further violating the securities laws, and ordering him to pay prejudgment interest on the entire disgorgement amount. The court concluded that the district court did not abuse its discretion in ordering disgorgement because the court's cases have established that tippers can be required to disgorge profits realized by their tippees' illegal insider trading. This case was distinguishable only insofar as defendant himself executed the fraudulent trades rather than leave that task to a tippee. The court found no abuse of discretion in the district court's imposition of an injunction on defendant or in its order that he pay prejudgment interest. Accordingly, the court affirmed the judgment of the district court. View "SEC v. Contorinis" on Justia Law

BP shareholders filed a class action alleging that the company knowingly, or with deliberate recklessness, made false and misleading statements about the condition of the Alaskan pipelines and BP's pipeline maintenance and leak detection practices prior to and in the wake of the first oil spill. On appeal, plaintiffs challenged the district court's partial dismissal of their complaint under federal securities laws. The court concluded that plaintiffs have adequately pled falsity and materiality, as well as scienter for statements regarding the corrosion rate; plaintiffs have adequately pled falsity and materiality, as well as scienter for statements distinguishing the WOA and EOA lines; plaintiffs did not sufficiently allege scienter for statements regarding BP's "World Class" leak detection system and corrosion monitoring program; plaintiffs adequately pled falsity and scienter for an annual report statement regarding compliance with environmental laws and regulations; and when the court considered the allegations holistically and accepted them to be true, the inference that BP was, at the very least, deliberately reckless as to the false or misleading nature of their public statements was at least as compelling as any opposing inference. Accordingly, the court reversed in part and affirmed in part. View "Reese v. Malone" on Justia Law

During his time as an investor and owner of the MAAA Trust, which he established in 1992, Teo filed three false Schedule 13D disclosures and failed to file several required 13Ds. After they made a $154,932,011 gross profit on a stock sale, the SEC filed a civil enforcement action asserting violations of the Securities Exchange Act, 15 U.S.C. 78m (d) and 78j(b) and SEC rules and regulations. The district court granted summary judgment on several rule-violation claims that Teo did not challenge. A jury concluded that Teo violated Section 10(b) and Rule 10b-5, and that Teo and the Trust violated Section 13(d), Rule 12b-20, Rule 13d-1, and Rule 13d-2. The court held that the Trust violated Section 16(a) and Rule 16a-3. 7. The court ordered disgorgement of more than $17 million, plus prejudgment interest of more than $14 million. The Third Circuit affirmed, rejecting claims: of errors relating to admission of Teo’s guilty plea allocution and an exhibit; that there was insufficient evidence to prove a “plans and proposals” theory of liability; that the general verdict slip created ambiguity on the theory of liability grounding the jury’s verdict; and to the disgorgement order. View "Sec. & Exch. Comm'n v. Teo" on Justia Law

The issue before the Supreme Court in this case centered on whether a father presented sufficient evidence to rebut the presumption that his transfer of stock to his son was a gift. Upon review, the Supreme Court held that a person seeking to rebut the presumption that a transfer of property from a parent to a child is a gift must show clear and convincing evidence of a contrary intent. That person is limited to evidence antecedent to, contemporaneous with, or immediately following the transfer, and may also adduce proof of statements by the parties concerning the purpose and effect of the transfer. View "Bhagat v. Bhagat" on Justia Law

Signature Properties executed a promissory note payable to JPMorgan Chase Bank. The loan was secured by a mortgage and security interest on Signature's commercial property. The loan was guaranteed by Signature's members (guarantors). JPMorgan later assigned Signature's note and mortgage to LaSalle Bank National Association. A pooling agreement established a mortgage back security wherein LaSalle was identified as trustee and paying agent and J.E. Robert Company as loan servicer for Signature's mortgage loans. After Signature ceased to make payments on the loan, J.E. Robert brought a foreclosure action against Signature. LaSalle subsequently assigned the note to Shaw's New London, and Shaw's was substituted as the plaintiff. The guarantors were then added as defendants. The trial court ordered strict foreclosure of Signature's property and a deficient judgment against the defendants. The Supreme Court affirmed, holding that the trial court properly determined that, under the facts of this case, J.E. Robert had standing to institute this foreclosure action in its own name. The Court rejected the remainder of the defendants' claims.View "J.E. Robert Co. v. Signature Props., LLC" on Justia Law

Plaintiff, on behalf of Leap, filed suit against Goldman, seeking to hold Goldman liable under Section 16(b) of the Securities Exchange Act, 15 U.S.C. 78p(b), and Rule 16b-6(d), 17 C.F.R. 240.16b-6(d), for Goldman's failure to disgorge "short-swing profits" derived from writing call options on Leap stock. The court concluded that for the purposes of Section 16(b), the expiration of a call option within six months of its writing was to be deemed a "purchase" by the option writer to be matched against the "sale" deemed to occur when that option was written. The court also concluded that Section 16(b) required statutory insider status at the time of both purchase and sale, and so Goldman was not required to disgorge profits where it was a statutory insider only when the options were written, but not when they expired. Accordingly, the court affirmed the district court's dismissal of the action for failure to state a claim. View "Roth v. The Goldman Sachs Group, Inc., et al." on Justia Law

Plaintiff, a former minority shareholder of Xcelera, filed securities fraud claims alleging that Xcelera insiders purchased Xcelera stock by making a tender offer through a shell corporation without disclosing any information about Xcelera's financial state. The district court dismissed plaintiff's claims and she appealed. The court held that the duty of corporate insiders to either disclose material nonpublic information or abstain from trading was defined by federal common law and applied to unregistered securities. Accordingly, the district court erred in dismissing plaintiff's insider trading claims under sections 10(b), 20(a), and 20A(a) of the Securities Exchange Act, 15 U.S.C. 78a et seq. The court vacated the dismissal of those claims and remanded for further proceedings. The court affirmed as to the dismissal of plaintiff's market manipulation claims and her section 14(e) insider trading claims. View "Steginsky v. Xcelera Inc." on Justia Law

World Trade petitioned for review of the Commission's Order Sustaining Disciplinary Action Taken by FINRA, which upheld a variety of fines and sanctions against petitioners for their violations of Sections 5(a) and 5(c) of the Securities Act of 1933, 15 U.S.C. 77e(a), 77(e)(a), 77e(c), which prohibited the sale or offer of sale of a security without filing a registration statement. The court concluded that substantial evidence supported the Commission's finding that World Trade violated Sections 5(a) and 5(c) of the Act, and the court held that World Trade did not meet their duty of inquiry necessary to claim the Section 4(4) broker's exemption; and the court deferred to the Commission's discretionary determination as to the appropriate fines and sanctions because they were within FINRA's guidelines and were supported by evidence in the record. Accordingly, the court denied the petition for review. View "WTFC v. SEC" on Justia Law

The Attorney General (AG) sued two of the former officers of American International Group, Inc. (AIG), alleging that Defendants violated the Martin Act and committed common law fraud. Specifically, the AG claimed that Defendants helped cause AIG to enter into a sham transaction with General Reinsurance Corporation (GenRe) in which AIG purported to reinsure GenRe on certain insurance contracts. The AG withdrew his claims for damages and now sought only equitable relief. The Appellate Division denied Defendants' motion for summary judgment. The Court of Appeals affirmed, holding (1) the evidence of Defendants' knowledge of the fraudulent nature of the transaction was sufficient to raise a triable issue of fact; and (2) the AG was not barred as a matter of law from obtaining equitable relief.View "People v. Greenberg" on Justia Law

Legacy Resources, Inc. brought several claims against Liberty Pioneer Energy Source, Inc. The district court dismissed Legacy's breach of contract and trade secret claims on summary judgment, determining (1) Legacy violated the securities laws by acting as an unlicensed broker in recruiting investors on behalf of Liberty; and (2) Legacy's securities violations rendered its contract unenforceable under Utah Code 61-1-22(8). The Supreme Court affirmed in part and reversed in part, holding (1) the undisputed facts sustained the conclusion that Legacy acted as an unlicensed broker, which violation foreclosed the enforcement of one of its contracts; but (2) another of Legacy's contracts was not implicated by the securities violation, and thus the district court erred by granting summary judgment on Legacy's claim under that contract, along with its trade secret claim. View "Legacy Res., Inc. v. Liberty Pioneer Energy Source, Inc." on Justia Law