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The Bulletin - Winter 2022

  • Australian High Court Upholds Ability of Non-Resident Shareholders to Participate in Shareholder Class Actions

    Emily Christiansen

    An October 12, 2022 landmark decision by the High Court of Australia, in BHP Group Limited v. Impiombato, preserved the ability for shareholders who are not resident in Australia to continue to participate in shareholder class actions against Australian companies. BHP Billiton Ltd. (“BHP”) is a...
  • The SEC's Executive Compensation Clawback Rules Will Likely Increase Financial Reporting Transparency and Accountability to Investors

    Barbara Schwartz

    In October 2022, after years of debate and public comment, the United States Securities and Exchange Commission (the “SEC”) voted to adopt final “clawback” rules regarding executive compensation (the “Clawback Rules”). The Clawback Rules, which were mandated by Congress in 2010, but were not...
  • Price Impact and the Speed of Information: Recent Developments in Securities Class Certification

    Matthew Mustokoff, Margaret Mazzeo

    In outlining the contours of the “fraud-on-the-market” presumption of reliance, the Supreme Court in Basic v. Levinson held that the presumption is rebuttable through evidence that “severs the link” between the defendant’s misrepresentation and the loss suffered by the stockholder (i.e., the stock...
  • Kessler Topaz Achieves Significant Victory in Securities Fraud Case Involving Zillow Offers Debacle

    Stacey Kaplan

    On December 7, 2022, U.S. District Judge Thomas S. Zilly of the Western District of Washington denied in large part the Defendants’ motion to dismiss a securities fraud action against Zillow Group, Inc. (“Zillow” or the “Company”) and its most senior executives.[1] Zillow is best known for...
  • KTMC Class Certification Victory in Mazda Defective Water Pump Litigation Demonstrates Winning Strategy for Multistate Class Actions

    Melissa Yeates, Jordan Jacobson , Matthew Macken

    Historically, consumers seeking to hold companies accountable for unfair or fraudulent conduct were able to pursue claims on behalf of nationwide classes. But in the last decade, courts across the country, including most notably the Ninth Circuit in Mazza v. American Honda Motor Company, 666 F.3d...
  • Expanding the DGCL's Section 102(b)(7) Sanctuary for Misbehaving Fiduciaries: The Future of Prosecuting Senior Officer Misconduct

    Lauren Lummus

    Traditionally, by virtue of owning shares of a company’s stock, a stockholder has rights to hold corporate officers and directors accountable for breaching their fiduciary duties.[1] In the Delaware General Corporation Law, the Delaware legislature has determined the limits of stockholders’ rights...