13 Cited authorities

Shrader v. CSX Transportation, Inc.
70 F.3d 255 (2d Cir. 1995) Cited 4,335 times
Holding that court has no jurisdiction to review order where it is not mentioned in notice of appeal that expressly lists other orders
Demaria v. Andersen
318 F.3d 170 (2d Cir. 2003) Cited 152 times 12 Legal Analyses
Holding that "aftermarket purchasers" can have standing under Section 11 if they can trace their shares to the allegedly defective registration statement
In re Global Crossing
313 F. Supp. 2d 189 (S.D.N.Y. 2003) Cited 137 times 1 Legal Analyses
Holding that § 14 claims are time barred because all of the allegedly misleading proxy statements were issued more than three years before the lawsuit was filed
In re Countrywide Financial Corp. Securities Litigation
588 F. Supp. 2d 1132 (C.D. Cal. 2008) Cited 107 times 2 Legal Analyses
Holding complaint persuasively alleges that "systematic changes in Countrywide came from the top down and pervaded virtually every office" because directors and officers allegedly were regularly provided "detailed exception statistics"
In re American Intl. Group, Inc. 2008 Sec. Litig.
741 F. Supp. 2d 511 (S.D.N.Y. 2010) Cited 57 times
Finding cautionary language insufficient “in light of the undisclosed hard facts critical to appreciating the magnitude of the risks described”
In re Citigroup Inc. Bond Litigation
723 F. Supp. 2d 568 (S.D.N.Y. 2010) Cited 53 times 1 Legal Analyses
Holding that if a registration statement contains an untrue statement of material fact, "then any person acquiring a security pursuant to that registration statement has standing to sue a variety of participants in the security's issuance" and citing 15 U.S.C. § 77k
In re Wells Fargo Mortgage-Backed Certificates Litigation
712 F. Supp. 2d 958 (N.D. Cal. 2010) Cited 33 times 2 Legal Analyses
Holding that named plaintiffs, who had standing to sue based on misstatements or omissions in securities offerings through which they actually purchased securities, did not have standing to sue based on similar allegations relating to offerings through which they did not purchase securities
Lee v. Ernst & Young, LLP
294 F.3d 969 (8th Cir. 2002) Cited 39 times 2 Legal Analyses
Holding that standing under § 11 exists for those who can make a prima facie showing that the shares they purchased "can be traced to the registration statement alleged to be false and misleading"
U.S. v. Oshatz
912 F.2d 534 (2d Cir. 1990) Cited 55 times 1 Legal Analyses
Holding that dicta in three-judge panel's opinion was binding precedent because it involved the court's supervisory authority over trial courts in that circuit
United States v. Bell
524 F.2d 202 (2d Cir. 1975) Cited 67 times
Noting that Supreme Court dicta "must be given considerable weight"
Section 77l - Civil liabilities arising in connection with prospectuses and communications
15 U.S.C. § 77l Cited 824 times 22 Legal Analyses
Authorizing relief if the offering documents contain just one untrue statement of material fact
Section 229.512 - (Item 512) Undertakings
17 C.F.R. § 229.512 Cited 39 times 1 Legal Analyses
Stating that the SEC's position is that indemnification to officers and directors for liabilities arising under the Securities Act is against public policy and such indemnification is unenforceable, with the exception for expenses incurred in successful defense of any action
Section 230.415 - Delayed or continuous offering and sale of securities
17 C.F.R. § 230.415 Cited 33 times
Permitting registration of securities to be issued on a "continuous" or "delayed" basis

In re: American International Group, Inc. 2008 Securities Litigation

13 Cited authorities

Holding that court has no jurisdiction to review order where it is not mentioned in notice of appeal that expressly lists other orders

Holding that "aftermarket purchasers" can have standing under Section 11 if they can trace their shares to the allegedly defective registration statement

Holding that § 14 claims are time barred because all of the allegedly misleading proxy statements were issued more than three years before the lawsuit was filed

Holding complaint persuasively alleges that "systematic changes in Countrywide came from the top down and pervaded virtually every office" because directors and officers allegedly were regularly provided "detailed exception statistics"

Finding cautionary language insufficient “in light of the undisclosed hard facts critical to appreciating the magnitude of the risks described”

Holding that if a registration statement contains an untrue statement of material fact, "then any person acquiring a security pursuant to that registration statement has standing to sue a variety of participants in the security's issuance" and citing 15 U.S.C. § 77k

Holding that named plaintiffs, who had standing to sue based on misstatements or omissions in securities offerings through which they actually purchased securities, did not have standing to sue based on similar allegations relating to offerings through which they did not purchase securities

Holding that standing under § 11 exists for those who can make a prima facie showing that the shares they purchased "can be traced to the registration statement alleged to be false and misleading"

Holding that dicta in three-judge panel's opinion was binding precedent because it involved the court's supervisory authority over trial courts in that circuit

Noting that Supreme Court dicta "must be given considerable weight"

Authorizing relief if the offering documents contain just one untrue statement of material fact

Stating that the SEC's position is that indemnification to officers and directors for liabilities arising under the Securities Act is against public policy and such indemnification is unenforceable, with the exception for expenses incurred in successful defense of any action

Permitting registration of securities to be issued on a "continuous" or "delayed" basis