Allegations that a doorskin manufacturer made representations about its pricing strategy, without disclosing its anticompetitive conduct that led to those continuing revenues, were sufficient to state a claim for violations of the securities laws. Background In this putative class action, ...

Tagged with: Judge John A. Gibney Jr. Securities U.S. District Court - Eastern District

Although a prior order in a securities class action resolved issues of first impression, they were not “controlling” and thus not certified for immediate interlocutory appeal. Background By order dated Feb. 25, 2020, the court denied the motion to certify ...

Tagged with: Judge Anthony J. Trenga Securities U.S. District Court - Eastern District

Where the complaint plausibly alleged plaintiffs only learned about possibly improper conduct involving a merger within a year of filing suit, the class action was potentially timely; and where plaintiffs plausibly alleged the omission of material facts from proxy documents, ...

Tagged with: 4th U.S. Circuit Court of Appeals Judge Albert Diaz Securities

A trustee’s unjustified reliance on a stock valuation and its failure to conduct sufficient due diligence resulted in an Employee Stock Ownership Plan paying well over fair market value to purchase shares in the company that were owned by the ...

Tagged with: Judge Norman K. Moon Securities U.S. District Court - Western District

Where plaintiffs intended to enter into an annuity contract that would provide benefits to both spouses but instead, relying on the investment advice of a registered securities representative for the defendant, entered into a single annuity contract that did not ...

Tagged with: Judge Elizabeth K. Dillon Securities U.S. District Court - Western District

Where a proxy statement given to shareholders to secure approval for a merger specifically warned that the financial information provided in the statement might be outdated and would not be updated, the shareholders could not claim that the failure to ...

Tagged with: 4th U.S. Circuit Court of Appeals Judge A. Marvin Quattlebaum Jr. Securities

The court held the complaint stated a plausible claim against the ESOP special trustee and other defendants under ERISA. Background Steven B. Brincefield worked for Morton G. Thalhimer Inc., a large commercial real estate firm. Brincefield owns Thalhimer stock and ...

Tagged with: Judge John A. Gibney Jr. Securities U.S. District Court - Eastern District

Various statements by a contractor related to its performance on a contract (estimated to be worth over $100 million) were optimistic or maybe even false, but the plaintiff’s allegations did not sufficiently allege executives’ scienter, i.e. a motive to deceive ...

Tagged with: Judge Anthony J. Trenga Securities U.S. District Court - Eastern District

Although the Plaintiffs did not state a § 10(b) claim against any individual corporate officers, false statements by a company’s lower-level employees could be attributed to the company itself if employees made those statements with the intent to provide false ...

Tagged with: Business Law Corporate Employment Judge T.S. Ellis III Securities Tort U.S. District Court - Eastern District

Investors’ complaint against a medical device company sufficiently alleged violations of § 10(b) of the Securities Exchange Act, claiming that the company’s officers knowingly misrepresented material facts constituting a fraud on the market. Background Appellee TranS1 received approval in 2004 ...

Tagged with: 4th U.S. Circuit Court of Appeals Business Law Health Care Judge Robert B. King Securities