Securities Act

Opt-Outs on Parade

By Barry Barnett on July 3, 2017

Arise, ye claimants

For more than 40 years, you could wait (and wait and wait) to decide whether or not to opt out of a class action in order to pursue your own individual case. You didn’t have to squawk until (1) you got formal notice of your right to remove yourself from the class and (b) you failed to timely respond by saying “I opt out. Leave me alone. I would rather do it myself! More money for me!!”

But the thing that gave you leisure — American Pipe tolling — went partially poof last week. The Supreme Court ruled 5-4 (with Gorsuch in the role of Scalia) that tolling may apply to a statute of “limitations” but doesn’t stop the tick-tock under a statute of “repose”. California Public Employees’ Retirement Sys. v. ANZ Securities, Inc., No. 16-373 (U.S. June 26, 2017).

Wake up, people! You may need to move fast.Continue Reading Opt-Outs on Parade

Flimsy Opinions and Securities Fraud

By Barry Barnett on March 24, 2015

False opinions

Giving a knowingly false opinion about a public company can expose the company and its insiders to liability for securities fraud under federal law.

But what about an opinion that they truly believe but for which they have a flimsy basis?

The Supreme Court held today that the lack of rigor may indeed…

Federal Bar on Insider Trading Applies to Obscure Stocks

By Barry Barnett on February 4, 2014

Say you own shares of stock in Podunk Corp. Perhaps you won them in a poker game. You can't sell them on a stock exchange; no one has done what federal securities law requires in order to "register" the stock.

You know almost nothing about what Podunk has done in the last five years. You…

Class Wins Reprieve for Section 11 Securities Act Claim over Merger

By Barry Barnett on August 20, 2013

People who commit to buy a stock on Day 1 can't complain about misrepresentations that the stock issuer made on Day 2 or later. E.g., APA Excelsior III L.P. v. Premiere Techs., Inc., 476 F.3d 1261, 1267 (11th Cir. 2007). The later lies could not have induced you to buy the shares, the theory…

Short-Swing Profits Case Comes up Short in Supreme Court (Update)

By Barry Barnett on March 28, 2012

You didn't ask what Blawgletter thinks about the Patient Protection and Affordable Care Act, as its fate dangles in the well of the U.S. Supreme Court courtroom. We'll tell you just the same.

The "individual mandate" part of it (and perhaps the requirement that insurers cover all comers) will vanish in a puff of…

Quote of the Day: Barrington D. Parker

By Barry Barnett on October 14, 2010

Although Abbey and Kirby were no doubt on the stingy side when it came to compensating their brethren, we have not been convinced that the District Court abused its discretion in approving class counsel's allocation.

Victor v. Argent Classic Convertible Arbitrage Fund L.P. (In re Adelphia Communications Corp. Securities & Derivative Litig.), No. 08-4904-cv…

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