Litigation – CapitalXchange

SCOTUS decides Slack in direct listings, tracing required for 11 standing

Cooley — Wed, 07 Jun 2023 15:00:00 +0000

On Thursday, June 1, SCOTUS decided Slack Technologies v. Pirani in a unanimous opinion by Justice Gorsuch holding that, even in a registration by direct listing, Â§11(a) liability extends only to shares that are traceable to an allegedly defective registration statement. As you know, Â§11 provides statutory standing to sue for misstatements in a registration statement to any person acquiring…

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California to appeal decision striking down board gender diversity statute

Cooley — Wed, 25 May 2022 19:00:00 +0000

The California Secretary of State has announced that she has directed counsel to file an appeal of the May 13 verdict of the Los Angeles Superior Court in Crest v. Padilla, which ruled unconstitutional SB 826, California’s board gender diversity statute. Crest v. Padilla was filed in 2019 by three California taxpayers seeking to prevent implementation and enforcement of the law.

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California court determines board gender diversity statute violates California Constitution

Cooley — Wed, 18 May 2022 14:00:00 +0000

You might remember that the first legal challenge to SB 826, California’s board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to prevent implementation and enforcement of the law. Framed as a “œtaxpayer suit, ” the litigation sought a judgment declaring the expenditure of taxpayer funds to enforce or…

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Board diversity statute for “œunderrepresented communities ” held unconstitutional under California’s equal protection provisions

Cooley — Wed, 13 Apr 2022 07:00:00 +0000

On April 1, the L.A. County Superior Court granted the plaintiffs’ motion for summary judgment in Crest v. Padilla, the taxpayer litigation challenging AB 979, California’s board diversity statute for “œunderrepresented communities. ” (See this PubCo post.) Unfortunately, at the time, only a minute order was released, which did not offer any explanation of the Court’s reasoning. Now…

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Court grants summary judgment to plaintiffs challenging California’s board diversity statute for “œunderrepresented communities “

Cooley — Mon, 11 Apr 2022 19:00:00 +0000

As you may recall, SB 826, the California board gender diversity statute, is not the only California board diversity statute facing legal challenges. In 2020, AB 979, California’s board diversity statute for “œunderrepresented communities, ” patterned after the board gender diversity statute, was signed into law, and it too has been facing legal challenges “”in fact litigation brought by the…

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9th Circuit Decides Section 11 Standing in a Direct Listing

Cooley — Thu, 23 Sep 2021 15:23:42 +0000

When the SEC was considering the NYSE’s proposal to permit direct listings of primary offerings, one of the frequently raised problems related to the potential “œvulnerability ” of “œshareholder legal rights under Section 11 of the Securities Act. ” Section 11 provides standing to sue for misstatements in a registration statement to any person acquiring “œsuch security…

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