Securities Law: Supreme Court Cases


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  • Credit Suisse Sec. (USA) LLC v. Billing ___ U. S. ___ (2007) (In a suit brought by a group of investors alleging that petitioners-investment banks, acting as underwriting firms, violated antitrust laws when they formed syndicates to help execute initial public offerings (IPOs) for hundreds of technology-related companies, a court of appeals' decision reversing dismissal of the complaints is reversed as federal securities law implicitly precludes the application of the antitrust laws to the conduct alleged in the case.)
  • DOLE FOOD CO. v. PATRICKSON 538 U. S. 468 (2003) (A corporation is an instrumentality of a foreign state under the Foreign Sovereign Immunities Act of 1976 only if the foreign state itself owns a majority of the corporation's shares. Instrumentality status is determined at the time of the filing of a complaint.)
  • Dura Pharm. Inc. v. Broudo 544 U. S. 336 (2005) (In private securities fraud actions, an inflated purchase price will not, by itself, constitute or proximately cause the relevant economic loss needed to allege and prove "loss causation.")
  • HOWSAM v. DEAN WITTER REYNOLDS, INC. 537 U. S. 79 (2002) (A National Association of Securities Dealers (NASD) arbitrator, rather than a district court, should apply a NASD time limit rule to an underlying dispute between an investment company and its client.)
  • Kircher v. Putnam Funds Trust 547 U. S. 633 (2006) (The Securities Litigation Uniform Standards Act of 1998 does not exempt remand orders from 28 U.S.C. section 1447(d) and its general rule of non-appealability.)
  • Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit 547 U. S. 71 (2006) (A judgment vacating dismissal of a private securities fraud class action is reversed where the background, text, and purpose of the Securities Litigation Uniform Standards Act's (SLUSA) pre-emption provision demonstrated that SLUSA pre-empts state-law holder class-action claims of the kind plaintiff alleged.)
  • SEC v. EDWARDS 540 U. S. 389 (2004) (An investment scheme promising a fixed rate of return can be an "investment contract" and thus a "security" subject to the federal securities laws. There is no reason to distinguish between promises of fixed returns and promises of variable returns when determining whether a particular scheme is an investment contract.)
  • SEC v. ZANDFORD 535 U. S. 813 (2002) (A complaint for fraud and misappropriation of proceeds from securities transactions, against a broker in connection with management of an investment account, sufficiently alleged conduct "in connection with the purchase or sale of any security" under the Securities Exchange Act of 1934 and SEC Rule 10(b)(5).)
  • Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc. ___ U. S. ___ (2008) (In a class action brought by investors alleging losses after purchasing common stock, the investors sought to impose liability on entities who, acting both as customers and suppliers, agreed to arrangements that allowed the investors' company to mislead its auditor and issue a misleading financial statement affecting the stock price. Dismissal of the action is affirmed as the Court rules that the Securities Exchange Act of 1934 section 10(b) private right of action does not reach the customer/supplier companies because the investors did not rely upon their statements or representations.)
  • Tellabs, Inc. v. Makor Issues & Rights, Ltd. ___ U. S. ___ (2007) (In the context of private securities fraud actions and the pleading requirements of the Private Securities Litigation Reform Act (PSLRA) intended to check abusive litigation, to qualify as "strong" within the intendment of section 21D(b)(2), an inference of scienter must be more than merely plausible or reasonable -- it must be cogent and at least as compelling as any opposing inference of nonfraudulent intent.)
  • THE WHARF (HOLDINGS) LTD. v. UNITED INT'L HOLDINGS, INC. 532 U. S. 588 (2001) (Secretly intending never to honor an oral grant of an option to buy stock violates section 10(b) of the Securities Exchange Act of 1934, which prohibits using a manipulative or deceptive device or contrivance in connection with the purchase or sale of any security.)

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