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The Bulletin - Summer 2019

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  • First Solar: Corrective Disclosure Keeps Its Flare, As the Supreme Court Declines to Review the Ninth Circuit's Broad Interpretation

    “Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants; electric light the most efficient policeman.”—Justice Louis Brandeis Justice Brandeis’s “publicity” translates to the modern concepts of transparency and disclosure.[1]...

  • In Alon Litigation, Delaware Courts Clarify Standard of Review for Controller Squeeze-Outs

    Grant Goodhart III

    Kessler Topaz recently defeated efforts to dismiss litigation filed on behalf of the Arkansas Teachers Retirement System regarding Delek US Holdings, Inc. (“Delek”) and its 2017 squeeze-out of the public investors in Alon USA Energy, Inc. (“Alon”). In denying the motions to dismiss, the Delaware...

  • Delaware Chancery Court Says Stockholders Were Misinformed When Approving Buyout of KCG Holdings

    J. Daniel Albert

    Since 2017, Kessler Topaz has been pursuing claims on behalf of Chester County Employees’ Retirement Fund (“Chester County”) and KCG Holdings, Inc. (“KCG” or the “Company”) stockholders against the KCG board of directors (the “Board”), Virtu Financial, Inc. (“Virtu”) and Jefferies LLC (“Jefferies”)...

  • SEC Proposes Rule Changes to Eliminate Auditor Review for Smaller Companies

    On May 9, 2019, the Commissioners of the U.S. Securities and Exchange Commission (the “SEC”) voted to propose amendments that would exempt public companies with less than $100 million in revenues from obtaining an attestation regarding their internal control over financial reporting (“ICFR”) from...

  • Back to Normal: the Ninth Circuit Revives Settlement Standard in Multi-State Class Actions

    Ryan Degnan

    In In re Hyundai & Kia Fuel Economy Litigation, 926 F.3d 539 (9th Cir. 2019) (“Hyundai & Kia”), the Ninth Circuit Court of Appeals, sitting en banc, restored long-standing jurisprudence allowing district courts to approve settlements resolving claims brought under the laws of multiple states...

  • Court Certifies Direct Purchaser Class Claims That Pharmaceutical Companies Unlawfully Sought to Delay and Suppress Generic Competition for the Oral Contraceptive Loestrin 24 Fe

    Donna Moffa, Terence Ziegler

    On July 2, 2019, Chief Judge William E. Smith of the United States District Court for the District of Rhode Island granted the request of forty-seven Direct Purchasers of Loestrin 24 Fe (”Loestrin 24”) or generic Loestrin 24 to be certified as a class to prosecute their common antitrust claims...