There is a circuit split over the standard to plead scienter in 10b-5 securities fraud litigation against corporations. NARROW PLEADING dismisses complaints for failure to plead scienter, unless the complaint names a natural person at the corporation who has scienter. But BROAD PLEADING allows a complaint to survive dismissal, even without naming any natural person … Continue reading The Epistemology of Collective Scienter
Tag: Shareholders
This past September, the United States Court of Appeals for the Ninth Circuit held that shareholders who purchased securities in Slack’s direct listing have standing under Section 11[1] of the Securities Act of 1933 (Securities Act) to sue the company for misrepresentations in its registration statement, even if they cannot prove that their shares were … Continue reading Shareholders Get Some Slack on Section 11, Direct Listing Pleading Standard
On the eightieth anniversary of the attack on Pearl Harbor, December 7, 2021, Engine No. 1 stormed into the world of shareholder activism with its letter announcing to the board of directors of ExxonMobil that it was ready to engage the board in a proxy contest. Engine No. 1’s activism was considered extremely successful. “Despite having only $40 … Continue reading The Hedge Fund Activism of Engine No. 1