Blogs

Posts Categorized: Securities

Posted: May 22, 2021

Questions of Fact Preclude Dismissal of Section 12 Claim on the Ground that Defendants Were Not Statutory Sellers

On May 14, 2021, Justice Borrok of the New York County Commercial Division issued a decision in Erie County Employees’ Retirement Sys. v. NN, Inc., 2021 NY Slip Op. 50423(U), holding that questions of fact precluded dismissal of Section 12 claim on the ground that the defendants were not statutory sellers, explaining: Section 12(a)(2) of... Read more »

Posted: May 5, 2021

Misrepresentations Causing Investor Not to Sell a Security (Holder Claims) Not Actionable Under New York Law

On April 22, 2021, the First Department issued a decision in Feinberg v. Marathon Patent Group Inc., 2021 NY Slip Op. 02452, holding that holder claims are not actionable under New York law, explaining: We also find that the court correctly dismissed the state law claims for common-law fraud and negligent misrepresentation, which are “holder”... Read more »

Posted: February 4, 2021

Sections 11 and 12 Claim Accrual Not Based on When Damages from Drop in Stock Price Occurred

On February 2, 2021, the First Department issued a decision in Matter of Dentsply Sirona, Inc., 2021 NY Slip Op. 00522, holding that Section 11 and 12 claim accrual was not based on when the plaintiffs were injured by the drop in stock price, explaining: Plaintiffs’ claims should have been dismissed as time-barred. Plaintiffs do... Read more »

Posted: June 17, 2020

Defendants Who Are Not Statutory Sellers Not Liable for Section 12 Claims Even Though They Were Primary Beneficiaries of Stock Sale

On April 22, 2020, Justice Schecter of the New York County Commercial Division issued a decision in International Union of Operating Engr. Benefit Funds of E. Pa. and Del. v. Camping World Holdings, Inc., 2020 NY Slip Op. 31560(U), holding that defendants who are not statutory sellers are not liable for Section 12 claims event... Read more »

Posted: June 4, 2020

Puffery Not Actionable Under Securities Laws

On May 15, 2020, Justice Ostrager of the New York County Commercial Division issued a decision in Matter of Sundial Growers Inc. Sec. Litig., 2020 NY Slip Op. 50579(U), holding that puffery is not actionable under the federal securities laws, explaining: Expressions of puffery and corporate optimism are not actionable under the securities laws. This... Read more »

Posted: April 14, 2020

Current Financial Crisis Likely Will Lead to Events of Default in RMBS Trusts

Unlike our usual posts, which analyze recent Commercial Division decisions, this post is written to alert RMBS certificateholders of imminent events of default in RMBS trusts due to the liquidity crisis most servicers are expected to face beginning this month. RMBS certificateholders should understand their rights and the protections to which they are entitled in... Read more »

Posted: March 30, 2020

Statute of Repose Bars Securities Act Claims

On March 16, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Matlick v. Amtrust Fin. Servs., Inc., 2020 NY Slip Op. 50357(U), holding that Securities Act claims were barred by the statute of repose, explaining: Section 13 of the 1933 Act contains both a statute of limitations and a... Read more »

Posted: March 15, 2020

Securities Act Sections 11 and 12 Claims in State Court Not Required to be Plead with Particularity

On February 26, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in Matter of PPDAI Group Sec. Litig. v. XXX, 2020 NY Slip Op. 50285(U), holding that Securities Act Sections 11 and 12 claims brought in New York state court did not have to be plead with particularity under CPLR... Read more »