§Why CasetextPricing

CSX Corporation v. The Children's Investment Fund Management (UK) L.L.P. et al

MEMORANDUM OF LAW re: 59 Post Trial Memorandum

49 Cited authorities

  1. Basic Inc. v. Levinson

    485 U.S. 224 (1988)   Cited 3,401 times   312 Legal Analyses
    Holding that the District Court appropriately certified the class based on the presumption of reliance

  2. TSC Industries, Inc. v. Northway, Inc.

    426 U.S. 438 (1976)   Cited 2,517 times   69 Legal Analyses
    Holding that materiality may be resolved at summary judgment "if the established omissions are so obviously important to an investor that reasonable minds cannot differ on the question of materiality"

  3. Roth v. Jennings

    489 F.3d 499 (2d Cir. 2007)   Cited 1,432 times
    Holding that dismissal of a Section 16 suit for disgorgement of short-swing profits was unjustified when there were allegations that a loan had been made to a borrower in furtherance of an agreement between the lender and the borrower "to work together to effect a change of control or similar transaction involving [the company whose shares were purchased with the borrowed money]"

  4. Aaron v. Securities & Exchange Commission

    446 U.S. 680 (1980)   Cited 787 times   27 Legal Analyses
    Holding that scienter is an element of Section 10(b), Rule 10b-5, and Section 17, but not Section 17 or

  5. Securities & Exchange Commission v. First Jersey Securities, Inc.

    101 F.3d 1450 (2d Cir. 1996)   Cited 1,256 times   5 Legal Analyses
    Holding that owner-officer who collaborated in unlawful conduct of firm may be held jointly and severally liable with firm for disgorgement of unlawful gains received

  6. Morales v. Quintel Entertainment, Inc.

    249 F.3d 115 (2d Cir. 2001)   Cited 823 times
    Holding "The same standard applies where, as here, the parties filed cross-motions for summary judgment"

  7. U.S. v. Bilzerian

    926 F.2d 1285 (2d Cir. 1991)   Cited 906 times   3 Legal Analyses
    Holding that while expert "may opine on an issue of fact within the jury's province," he "may not give testimony stating ultimate legal conclusions based on those facts"

  8. In re Grand Jury Proceedings

    219 F.3d 175 (2d Cir. 2000)   Cited 396 times   5 Legal Analyses
    Holding that application of attorney-client privilege and work product doctrine are subject to abuse of discretion standard

  9. Doe v. Pfrommer

    148 F.3d 73 (2d Cir. 1998)   Cited 401 times   1 Legal Analyses
    Holding that the "official decision of [a state] agency" can be a final decision for purposes of preclusion even though petitioner "decided not to challenge the determination in state court, as he was entitled to do"

  10. Securities & Exchange Commission v. Manor Nursing Centers, Inc.

    458 F.2d 1082 (2d Cir. 1972)   Cited 570 times   2 Legal Analyses
    Holding that the disgorgement remedy does not reach income derived from the ill-gotten gains because such a remedy would constitute a penalty

  11. Rule 26 - Duty to Disclose; General Provisions Governing Discovery

    Fed. R. Civ. P. 26   Cited 99,073 times   679 Legal Analyses
    Adopting Fed.R.Civ.P. 37

  12. Section 78t - Liability of controlling persons and persons who aid and abet violations

    15 U.S.C. § 78t   Cited 4,052 times   20 Legal Analyses
    Holding liable any person "who, directly or indirectly, controls any person liable under any provision of this chapter or of any rule or regulation thereunder"

  13. Section 78n - Proxies

    15 U.S.C. § 78n   Cited 1,651 times   20 Legal Analyses
    Incorporating § 78m(d) by reference

  14. Section 78m - Periodical and other reports

    15 U.S.C. § 78m   Cited 1,223 times   87 Legal Analyses
    Authorizing Commission to adopt disclosure requirements for certain repurchases of securities by issuer

  15. Section 78p - Directors, officers, and principal stockholders

    15 U.S.C. § 78p   Cited 875 times   18 Legal Analyses
    Recognizing that information obtained by a director could be used in his capacity as a shareholder

  16. Section 78c-1 - Swap agreements

    15 U.S.C. § 78c-1   Cited 3 times

    (a) [Reserved] (b) Security-based swap agreements (1) The definition of "security" in section 78c(a)(10) of this title does not include any security-based swap agreement. (2) The Commission is prohibited from registering, or requiring, recommending, or suggesting, the registration under this chapter of any security-based swap agreement. If the Commission becomes aware that a registrant has filed a registration application with respect to such a swap agreement, the Commission shall promptly so notify

  17. Section 240.13d-1 - Filing of Schedules 13D and 13G

    17 C.F.R. § 240.13d-1   Cited 137 times   5 Legal Analyses
    Requiring where "any material change occurs in the facts set forth" in a Schedule 13D, that the person required to file the Schedule 13D "promptly" file "an amendment disclosing such change" with the Securities and Exchange Commission, the issuer of the security, and with any exchange on which the security is traded

  18. Section 240.13d-5 - Acquisition of beneficial ownership

    17 C.F.R. § 240.13d-5   Cited 82 times   2 Legal Analyses
    Defining beneficial ownership by individuals outside the "group" context

  19. Section 240.13d-2 - Filing of amendments to Schedules 13D or 13G

    17 C.F.R. § 240.13d-2   Cited 29 times

    (a) If any material change occurs in the facts set forth in the Schedule 13D (§ 240.13d-101 ) required by § 240.13d-1(a) , including, but not limited to, any material increase or decrease in the percentage of the class beneficially owned, the person or persons who were required to file the statement shall file or cause to be filed with the Commission an amendment disclosing that change within two business days after the date of such change. An acquisition or disposition of beneficial ownership of

  20. Section 240.13d-4 - Disclaimer of beneficial ownership

    17 C.F.R. § 240.13d-4   Cited 5 times

    Any person may expressly declare in any statement filed that the filing of such statement shall not be construed as an admission that such person is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. 17 C.F.R. §240.13d-4 Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2