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Sep 19, 2023

Company can’t dismiss securities class action

Where plaintiffs suing an insurance company for making material misstatements about its reserves plausibly pleaded claims under the Exchange Act and SEC Rule 10b-5, the motion to dismiss filed by the company and its executives was denied. Background Plaintiffs bring this action against James River Group Holdings Ltd. and several of its executives on behalf […]

Sep 7, 2023

Software company fails to dismiss securities suit

Where shareholders in a cybersecurity software company pleaded facts showing the company’s September 2021 forecasts did not include meaningful cautionary language about potential risks, and it was plausible the forecasts were made with “actual knowledge” of their falsity, the claims under § 10(b) of the Exchange Act and Rule 10b-5 survived the motion to dismiss. […]

Apr 21, 2023

ESOP directors sued for breaching fiduciary duty

Where directors sued for allegedly breaching their fiduciary duties owed to an employee stock ownership plan, or ESOP, argued the former employee lacked standing to assert claims after the date she received her distribution, but the employee argued her ESOP benefit would have been greater absent alleged self-dealing, that was sufficient for Article III standing. […]

Apr 21, 2023

Directors fail to show suit was untimely

Where there were disputed issues of material fact over whether directors of an employee stock ownership plan, or ESOP, committed fraud or engaged in efforts to conceal their alleged fraud, an former employee’s breach of fiduciary claims were not untimely as a matter of law. Background Janice A. Moore is a former employee of Virginia […]

Electric vehicle at charging station
Apr 17, 2023

Federal court tosses ‘Voltswagen’ fraud suit

In the wake of “Dieselgate,” Volkswagen is defending against another class action suit — this time by investors claiming they were misled when the company announced it was changing its name to “Voltswagen,” and later revealed it was an April Fools’ prank. The Eastern District of Virginia found that the complaint stated a plausible securities […]

Apr 3, 2023

‘Voltswagen’ prank results in class action

Where a putative class action suit was filed on behalf of persons who purchased stock after Volkswagen announced it was changing its name to “Voltswagen,” but later admitted that was an April Fools prank, the court held the complaint sufficiently pleaded that Volkswagen Group of America Inc. made material misstatements with the requisite degree of […]

Mar 13, 2023

Biopharmaceutical company dodges securities lawsuit

Where plaintiffs suing a biopharmaceutical company for alleged misstatements failed to sufficiently allege any actionable misrepresentations or omissions that would give rise to a duty to disclose, and certain statements amounted to puffery or inactionable opinion or were sufficiently hedged with cautionary statements and risk warnings, the lawsuit was dismissed. Background Plaintiffs initiated th[...]

Mar 7, 2023

SEC sues man for trading on insider information

Where the district court granted a man’s motion for judgment after concluding there was insufficient evidence that he received the insider information at the time he began trading in a company’s stock, it erred. Background The Securities and Exchange Commission sued Christopher Clark for trading Corporate Executive Board Inc., or CEB, stock using inside information. […]

Feb 1, 2023

Ex-spouses dispute if wife is shareholder of business

Where a man sued by his estranged wife for allegedly breaching his fiduciary duties and converting property belonging to their joint business argued the wife lacked standing because she wasn’t a shareholder of the company, but it was disputed whether the wife paid for the stock, what the company’s books showed and how a jury […]

Dec 5, 2022

Securities claims can’t be based on puffery, boasting

Where a company offered no quantitative metrics, qualitative comparisons or other specifics to bolster its claims of “competency” and “flexibility,” those boasts reflected the natural role that puffery can play in contract formation and did not support a claim for securities fraud. Background This securities fraud lawsuit arises from a series of statements made by […]

Nov 22, 2022

Investors sue real estate partner for RICO

Where a partner in a Richmond real estate development allegedly engaged in multiple acts of bank fraud, money laundering and fraud, individually or through his controlled entities, that plausibly establish a “pattern of racketeering activity.” As such, his motion to dismiss a claim under the Racketeer Influenced and Corrupt Organization, or RICO, was denied. Background […]

Nov 22, 2022

Former CEO sued for misrepresentations

Where a shareholder alleged a company CEO made misrepresentations, false statements and omissions in order to procure a merger with another company, its claims under § 10(b) and Rule 10b-5 of the Securities Exchange Act, under § 12(2) of the Securities Act of 1933 and for common-law fraud survived the CEO’s motion to dismiss Background […]

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