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The Bulletin - Winter 2020

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  • Insights on Global Shareholder Litigation from Recent ISS SCAS Report on Top 25 Non-North American Settlements

    Emily Christiansen

    Nearly ten years have passed since the U.S. Supreme Court issued its decision in the Morrison v. National Australia Bank, which limited claims for violations of U.S. securities laws to securities that were purchased on U.S. exchanges, and the number of actions organized and pursued outside the U.S...

  • Corporate Records Trials Push Developments in Delaware Law

    In October and November 2019, Kessler Topaz prosecuted two actions under Section 220 of the Delaware General Corporation Law, which generally provides stockholders with a right to inspect corporate books and records that are “necessary and essential” for stockholder investigations into potential...

  • Mandatory Arbitration Corporate Bylaws: Will Recent Developments Make These Provisions More Palatable to Companies and Their Shareholders?

    Jennifer Joost

    On January 23, 2020, Intuit Inc. shareholders overwhelmingly voted against a proposal to amend Intuit’s bylaws to require investors to arbitrate securities claims.[1] Initiated by Hal S. Scott, as Trustee for The Doris Behr 2012 Irrevocable Trust and beneficial owner of 900 shares of Intuit common...

  • Controlling Stockholder Must Answer to EchoStar Corporation's Minority Stockholders

    On January 13, 2020, Kessler Topaz defeated a motion to dismiss a breach of fiduciary claim against Charles Ergen (“Ergen”), the founder and controlling stockholder of EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”). The action, which Kessler Topaz is litigating on behalf of...

  • Working Around Morrison: Stoyas v. Toshiba Corporation Expands Reach of the Exchange Act to Include Unsponsored ADRs and Allows Non-U.S. Investors to Pursue Companion Claims in Federal Court

    Ten years ago, in Morrison v. National Australia Bank Ltd.,[1] the Supreme Court of the United States clarified that liability under the Securities Exchange Act of 1934 (the “Exchange Act”) is limited to cases involving securities “listed on domestic exchanges and domestic transactions in other...

  • Kessler Topaz Meltzer & Check, LLP Wins Groundbreaking ICSID Arbitration Decision, Allowing the Claims of Nearly One Thousand Greek Investors To Move Forward Against The Republic of Cyprus

    Emily Christiansen, Geoffrey Jarvis

    On Friday, February 7, 2020 a three member Tribunal of the International Centre for the Settlement of Investment Disputes (“ICSID”) issued a 2-1 “Decision on Jurisdiction,” upholding the Tribunal’s jurisdiction over investment treaty claims brought against the Republic of Cyprus (“Cyprus”) by 951...

  • A Win for Pharmaceutical Purchasers in In re Loestrin 24 Fe Antitrust Litigation

    Ethan Barlieb

    In December, a class of Direct Purchasers of brand and generic Loestrin 24 Fe (“Loestrin”) settled their antitrust claims against pharmaceutical companies Warner Chilcott[2] and Watson[3] for $120 million. Kessler Topaz, along with three other firms, serve as lead counsel for the Direct Purchasers...

  • Investors Win Key Victory in Securities Class Action Involving Seaworld Entertainment, Inc.

    Stacey Kaplan

    In 2005, the Supreme Court held that a plaintiff in an action brought under Section 10(b) of the Securities Exchange Act of 1934 (“Section 10(b)”) could not establish that the fraud caused its injury—i.e., the element of “loss causation”—simply through proof that price of the security was...

  • Federal Court Rejects Snap Inc.'s Attempts to Evade Section 11 Liability for Misstatements in Connection With Its IPO

    Stacey Kaplan, Jonathan Neumann

    Section 11 of the Securities Act of 1933 (the “Securities Act”) provides a private remedy for investors who purchase shares issued pursuant to a registration statement that contains a material misstatement or omission.[1] Section 11 imposes nearly strict liability; unlike Section 10(b) claims...