Federal Securities Litigation: A Deskbook for the Practitioner
Prominent attorneys have drawn from their extensive experience to bring you insightful strategies for virtually every securities litigation situation you may encounter, in this one-volume manual. This extensive, updated third edition to the Manual includes more than 500 pages of content.
Since publication of the first edition in 1995, the financial markets have gone through tremendous gyrations and securities litigation has proven to be a vibrant and evolving area of practice. The extensive statutory and court-made changes in the law convinced the authors that the Manual was in need of an overhaul. The third edition reflects the evolution of federal securities litigation over the past twenty years, while remaining a “deskbook for the practitioner” — a resource that practicing attorneys will frequently turn to when litigating a civil securities matter.
Recent Updates Include:
- A discussion of the following Supreme Court decisions:
- Goldman Sachs Group v. Arkansas Teacher Retirement System regarding the evidence courts must consider in evaluating price impact at class certification.
- Lorenzo v. SEC regarding scheme liability, and whether an individual can be liable for disseminating misleading statements, under Rule 10b-5.
- Recent appellate decisions regarding the pleading standard for securities fraud claims under Section 10(b) of the Exchange Act and Rule 10b-5, including decisions on falsity, materiality, scienter (including corporate scienter), loss causation, the PSLRA safe harbor, and the standard for granting leave to amend a complaint.
- New sections discussing enforcement of indemnification provisions for claims under Section 11 of the Securities Act; whether cryptocurrency qualifies as a security; what can constitute a corrective disclosure in a securities fraud action; and the “in connection with” requirement for criminal violations of the Exchange Act.
- Updates on liability for short-swing profits under Section 16(b) of the Exchange Act, including a new discussion of whether such lawsuits may be brought by a plaintiff appearing pro se.
- An analysis of developments in state court litigation of Securities Act claims after the Supreme Court’s decision in Cyan Inc. v. Beaver County Employees Retirement Fund, including decisions adjudicating the enforceability of federal forum provisions.
- Updated case citations throughout the book.
Jeff G. Hammel is a partner in the New York office of Latham & Watkins LLP. He is the Co-Chair of the firm's New York Litigation & Trial Department and former Global Co-Chair of the firm’s Securities Litigation and Professional Liability practice group. His practice focuses on representing public companies and financial institutions, as well as boards of directors, board committees, individual directors, and company officers, in the defense of shareholder securities class actions, derivative litigation, and other complex commercial matters. He received an A.B. from Dartmouth College and a J.D. from Columbia Law School, and he served as law clerk for the Honorable David N. Edelstein of the United States District Court for the Southern District of New York.
David M. Brodsky is the principal of Brodsky ADR LLC, engaged in conducting mediations and arbitrations. From 2002 through 2011, he was a partner in the law firm of Latham & Watkins LLP and was past global Co-Chair of its Securities and Professional Liability Litigation Group. He was formerly the General Counsel — Americas of Credit Suisse First Boston and former Chair of the Litigation Department of Schulte Roth & Zabel. He received a B.A. from Brown University and a J.D. from Harvard Law School. After clerking for U.S. District Judge Dudley B. Bonsal, he served as Assistant United States Attorney for the Southern District of New York in the Securities Fraud Unit. Mr. Brodsky was co-chair of the Trial Practice Committee of the American Bar Association’s Litigation Section, a member of the A.B.A. Task Force on Insider Trading Regulation, and liaison to the A.B.A. Task Force on the Attorney-Client Privilege.
Daniel J. Kramer is a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Co-Chair of its Securities Litigation and Enforcement Department. He has handled complex civil litigations and regulatory matters for some of the world’s largest companies and has significant experience representing boards of directors on corporate governance issues and special committees in internal investigations. In addition to being co-author of Federal Securities Litigation: A Deskbook for the Practitioner, he is co-author of Regulation of Market Manipulation and co-editor of Corporate Internal Investigations: An International Guide. He received a B.A. from Wesleyan University and a J.D. from the New York University School of Law, and he served as law clerk for the Honorable Wilfred Feinberg, then Chief Judge of the United States Court of Appeals for the Second Circuit.
Audra J. Soloway is a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Her practice focuses on complex securities litigation and regulatory defense, and she has expertise in matters involving federal and state regulatory inquiries as well as civil litigation in multiple jurisdictions. She received a B.A. from the University of Pennsylvania and a J.D. from the New York University School of Law, and she served as law clerk for the Honorable Naomi Reice Buchwald, United States District Judge for the Southern District of New York.
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SUMMARY TABLE OF CONTENTS
Chapter 1: General Pleading Requirements Under the Securities Act of 1933 and the Securities Exchange Act of 1934
Chapter 2: Section 11 of the Securities Act—Civil Liability Arising from Misstatements or Omissions in Registration Statements
Chapter 3: Section 12(a)(1) of the Securities Act—Civil Liability Arising from Violation of the Registration and Prospectus Provisions
Chapter 4: Section 12(a)(2) of the Securities Act—Civil Liability Arising in Connection with Offers or Sales of Securities by Means of False or Misleading Prospectuses or Communications
Chapter 5: Section 10(b) of the Exchange Act—Fraud in the Purchase or Sale of Securities
Chapter 6: Section 14(a) of the Exchange Act—Proxy Litigation
Chapter 7: Sections 13 and 14 of the Exchange Act—The Williams Act: Tender Offer Litigation
Chapter 8: Section 16 of the Exchange Act—Short-Swing Profits
Chapter 9: Section 18 of the Exchange Act—Liability for False Filings
Chapter 10: Section 20A of the Exchange Act—Civil Liability of Insider Traders to Contemporaneous Traders
Chapter 11: Liability of Controlling Persons
Chapter 12: Criminal Violations of the Securities Act of 1933 and the Securities Exchange Act of 1934
Indices
