Justia U.S. 1st Circuit Court of Appeals Opinion SummariesArticles Posted in Securities Law
Fire & Police Pension Ass’n of Colo. v. Abiomed, Inc.
Plaintiffs here were a class of entities and individuals who purchased the stock of Abiomed, Inc. Plaintiffs brought suit against Abiomed and two of its officers (collectively, Defendants), alleging that Defendants committed securities fraud by making false and misleading statements that caused Plaintiffs to purchase Abiomed stock at artificially inflated prices. The district court granted Defendants’ motion to dismiss, concluding that Plaintiffs had plausibly alleged that Defendants made false or misleading statements that had a material effect on Abiomed’s stock price but that Plaintiffs failed to adequately plead scienter, as is required for pleadings in securities fraud cases. The First Circuit affirmed, holding that the district court did not err in concluding that Plaintiffs failed to sufficiently allege that Defendants made the allegedly false or misleading statements with the “conscious intent to defraud or a ‘high degree of recklessness.’” View "Fire & Police Pension Ass’n of Colo. v. Abiomed, Inc." on Justia Law
Posted in: Securities Law
Sarnacki v. Golden
This shareholder derivative suit was one of several suits alleging that Smith & Wesson Holding Corporation, a major gun manufacturer incorporated in Nevada, made misleading public statements in 2007 about demand for its products. In reaction to these cases, Smith & Wesson formed a Special Litigation Committee (SLC) to investigate and evaluate the viability of any of these claims and to make a recommendation to Smith & Wesson’s Board whether to pursue any of these claims. The SLC issued a final report recommending against filing any claims. In 2010, Plaintiff asserted Nevada state law claims against Smith & Wesson’s officers and directors, including breach of fiduciary duty and waste of corporate assets. On the basis of the SLC’s conclusions, Defendants, former and current officers and directors of Smith & Wesson, moved for summary dismissal under Delaware law, as adopted by Nevada. The district court granted the motion. The First Circuit affirmed, holding that the district court did not err in finding as a matter of law that the SLC was independent and that the SLC’s investigation was reasonable and conducted in good faith. View "Sarnacki v. Golden" on Justia Law
Fincke v. Radley
Even after receiving investments from four investors of over $20 million from 2001 to 2005, Access Cardiosystems, Inc. filed for Chapter 11 bankruptcy protection in 2005. Four investors filed a third amended complaint against Access’s founder, director, and officer, Randall Fincke, alleging, among other claims, that Fincke had violated the Massachusetts blue sky law. The bankruptcy court found as a matter of fact that Fincke had made a false statement of material fact to investors in violation of the blue sky law and that one such investor was entitled to $1.5 million in damages for his investments that Fincke solicited “by means of” that material misstatement. On appeal, these findings were affirmed by the district court. The Supreme Court affirmed, holding (1) the bankruptcy court did not err in finding that Fincke knew or should have known of the falsity of the misstatement and that the falsity could not be cured by warnings; (2) it was not inconsistent for the bankruptcy court to find this particular misstatement was material to investors; and (3) the bankruptcy’s finding as to damages was not in error. View "Fincke v. Radley" on Justia Law
Posted in: Securities Law
Hidalgo-Velez v. San Juan Asset Mgmt., Inc.
At issue in this case was whether alleged misrepresentations made by Defendants were made “in connection with” a transaction in covered securities under the Securities Litigation Uniform Standards Act of 1998 (SLUSA). Plaintiffs, investors in a licensed non-diversified investment company, filed a putative class action in Puerto Rico court against the Fund and others alleging fraud or misrepresentation in violation of Puerto Rico law after the Fund invested the majority of its assets in notes sold by Lehman Brothers, resulting in the Fund adopting a plan of liquidation. Defendants removed the action to the federal district court, asserting that it fell within the ambit of the SLUSA. Plaintiffs unsuccessfully sought remand on jurisdictional grounds. Ultimately, the district court granted Defendants’ motions to dismiss premised on SLUSA preclusion. The First Circuit vacated the judgment of dismissal and remitted with instructions to return the case to the Puerto Rico Court, holding that the link between the misrepresentations alleged and the covered securities in the Fund’s portfolio was too fragile to support a finding of SLUSA preclusion under Chadbourne & Parke LLP v. Troice. View "Hidalgo-Velez v. San Juan Asset Mgmt., Inc." on Justia Law
Deka Int’l S.A. Luxembourg v. Genzyme Corp.
Plaintiffs, a class of investors, brought a securities fraud action against Genzyme Corporation, an international pharmaceutical company, and several of Genzyme’s executives, alleging that Defendants violated the Securities Exchange Act by making false or misleading statements to investors. The district court dismissed the complaint for failure to state a claim upon which relief could be granted and subsequently denied Plaintiffs’ post-judgment motion to amend the complaint. The First Circuit affirmed, holding (1) the district court did not err in concluding that the complaint failed to meet the formidable pleading standard for securities fraud claims; and (2) the district court did not abuse its discretion in denying Plaintiffs’ post-judgment motion to amend the complaint. View "Deka Int'l S.A. Luxembourg v. Genzyme Corp." on Justia Law
Bricklayers & Trowel Trades Int’l Pension Fund v. Credit Suisse Secs. (USA) LLC
A pension fund and other America Online (AOL) shareholders brought a class action against Credit Suisse First Boston (CSFB), former CSFB analysts, and other related defendants (collectively, Defendants), alleging violations of sections 10(b) and 20(a) of the Securities Exchange Act and of SEC Rule 10b-5. Specifically, Plaintiffs claimed (1) CSFB made material misstatements and fraudulently withheld relevant information from the market in its reporting on the AOL-Time Warner merger; and (2) the shareholders purchased stock in the new company at artificially inflated prices as a result of the alleged misstatements and omissions. The district court awarded summary judgment to Defendants. The First Circuit Court of Appeals affirmed, holding (1) the district court did not err in excluding the shareholders’ expert testimony for lack of reliability; and (2) without the expert’s testimony, Plaintiffs were unable to establish loss causation. View "Bricklayers & Trowel Trades Int'l Pension Fund v. Credit Suisse Secs. (USA) LLC" on Justia Law
Calderon-Serra v. Banco Santander P.R.
Plaintiffs filed a complaint against their bank and others, asserting a cause of action under the Racketeer Influenced and Corrupt Organizations Act (“RICO”), among other claims, asserting that Defendants engaged in an unlawful scheme to lend Plaintiffs money in violation of federal margin requirements limiting the extent to which securities can be used as collateral for funds loaned to purchase the securities. The district court (1) dismissed the complaint as to two defendants for failure of service, and (2) dismissed the remainder of the suit for failure to state a claim upon which relief could be granted, finding that the alleged misconduct was not actionable under RICO, which does not encompass private claims that would have been actionable as securities fraud. The First Circuit Court of Appeals affirmed, holding that the district court (1) correctly concluded that Plaintiffs failed to state a claim for relief under RICO; and (2) did not abuse its discretion in dismissing the complaint as to two defendants for failure of service. View "Calderon-Serra v. Banco Santander P.R." on Justia Law
W. Reserve Life Assurance Co. of Ohio v. ADM Assocs., LLC
To shield himself from the adverse effects of losses while speculating in high-risk securities, Joseph Caramdare exploited a perceived loophole in certain annuities issued by Appellant. Charles Buckman accepted a cash payment to identify himself as the annuitant on an application for one of these annuities, and Appellee, a Caramadre nominee and a stranger to Buckman, was designated as the prospective owner and beneficiary of the annuity. Appellant approved the application and issued an annuity (the Policy). Appellant later learned of Caramdre's scheme and sued Appellee in federal court, asserting certain tort claims and seeking rescission of the Policy and a declaration that the Policy was either void ab initio or had been properly rescinded. The court dismissed the claims. On appeal, the First Circuit Court certified to the Rhode Island Supreme Court the following questions of state law: (1) whether an annuity with a death benefit is infirm for want of an insurable interest if the owner and beneficiary of the annuity is a stranger to the annuitant; and (2) whether a clause in an annuity that purports to make the annuity incontestable from the date of its issuance precludes the maintenance of an action based on the lack of an insurable interest. View "W. Reserve Life Assurance Co. of Ohio v. ADM Assocs., LLC" on Justia Law
Goldstein v. Galvin
Plaintiff filed a 42 U.S.C. 1983 action against Defendant, the Secretary of the Commonwealth of Massachusetts, alleging that, in retaliation for Plaintiff's anti-regulatory stance, Defendant used his oversight powers to retaliate unlawfully against Plaintiff. The federal district court dismissed the complaint on immunity grounds. At issue before the First Circuit Court of Appeals was the scope and extent of the immunities offered to state officials, such as Defendant, whose duties encompass both prosecutorial and adjudicatory functions. The First Circuit affirmed the district court, holding that, notwithstanding Defendant's dual roles, Defendant was, with one exception, entitled to absolute immunity from Plaintiff's suit. View "Goldstein v. Galvin" on Justia Law
Mass. Ret. Sys. v. CVS Caremark Corp.
CVS Corp. and Caremark Rx Inc. merged in 2007, creating CVS Caremark Corporation. In 2010, Plaintiffs filed this putative class action against CVS Caremark and certain of its current and former employees. The complaint was later amended to add new plaintiffs - the retirement systems of the city of Brockton and the counties of Plymouth and Norfolk, Massachusetts (collectively, the Retirement Systems). The Retirement Systems claimed that Defendants made material misrepresentations in violation of the Securities Exchange Act and rule 10b-5 of the Securities and Exchange Commission. Specifically, the Retirement Systems alleged that CVS Caremark's CEO's statements in an earnings call with investors caused a drop in CVS Caremark's share price. The district court granted Defendants' motion to dismiss the complaint for failure to state a claim for relief. The First Circuit Court of Appeals vacated the dismissal of the complaint and remanded, holding that Plaintiffs' complaint alleged loss causation sufficiently plausible to foreclose dismissal. View "Mass. Ret. Sys. v. CVS Caremark Corp." on Justia Law