Post Image
A Corporation Acts Through Its Employees: Richardson v. Oppenheimer & Co., Inc.
on

No. 2:11-cv-02078-GMS-PAL (D. Nev., 3/31/14). FRCP (Rules 9(b) “Particularity,” 12(f)) * PSLRA (Pleading Requirements/Issues) * 1934 Act (§§10 “Rule 10b-5”; 20 “Control”) * Evidentiary Issues/Standards (Judicial Notice) * Misrepresentation/Omissions * Transaction Causation/Reliance * Culpability Issues (Scienter) * Product/Practice Issues (ARS).

...Read More

Post Image
Corporate Actions Are Not Always Attributable to Board of Directors: Biotechnology Value Fund LP v. Celera Corporation
on

No. 13-03248 (N.D. Cal., 2/28/14). 1934 Act (§14) * Misrepresentations/Omissions * Capital Formation Issues (Mergers & Acquisitions) * Fairness Opinions/Valuations * Compensation Issues * Pleading Requirements/Issues * Standing Issues (Privity) * Culpability Issues (Scienter).

...Read More

Post Image
Lack of Due Diligence Can Turn Broker into Underwriter: World Trade Financial Corp. v. SEC
on

No. 12-70681 (9th Cir., 1/16/14). Enforcement Practice/Procedure * Product/Practice Issues (Unlegended Stock) * Capital Formation (Reverse mergers) * 1933 Act (§§4(4), 5 & Public Offerings) * Fiduciary Standards (Brokers) * Duty of Inquiry * Standard of Review (Substantial Evidence;

...Read More

Read Our Recent Blog