2018 Developments in Securities and M&A Litigation

Cleary Gottlieb’s 2018 Developments in Securities and M&A Litigation discusses major developments from 2018 and highlights significant decisions and trends ahead.

In 2018, the U.S. Supreme Court ruled on several important securities law issues and is poised to continue its active role in the securities field this year. The Supreme Court held in Cyan that the state courts have subject matter jurisdiction over class actions alleging claims under the Securities Act of 1933, held in China Agritech that class-action tolling does not apply to successive class actions, and held in Lucia that Securities and Exchange Commission Administrative Law Judges are “officers” for the purpose of the Constitution’s Appointments Clause.  In 2019, the Supreme Court will likely rule on additional important securities law issues based on the oral argument it heard in Lorenzo and the three petitions for certiorari it has either granted or is still considering. With respect to M&A litigation, 2018 saw the first-ever finding of a Material Adverse Effect by a Delaware court and the first application by the Delaware Court of Chancery of previous significant appraisal.  Additionally, the CBS and NAI dispute highlighted that controlling stockholders can take action to prevent a board from diluting its voting control.

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