Securities

The Impact of Morrison on Pending Litigation

Synopsis

An expert faculty of highly experienced and well-known securities litigators and commentators discuss important developments in securities and other federal litigation following Morrison, and offer strategies and tactics for prosecuting and defending cases involving transnational fraud within the U.S. and beyond. The course offers counsel an overview of cutting-edge issues in U.S. and international securities litigation, ranging from procedural mechanics to sophisticated strategic advice.

Among the topics discussed are the impact of Morrison on F-cubed pending litigation and on purchasers of American Depository Receipts; strategies for prosecuting and defending private litigation involving multinational corporations outside of the United States; spillover effects of Morrison in litigation involving RICO and other federal statutes; an update on legislation and rulemaking that will affect securities litigation and investor recourse; and the potential for liability of foreign companies under U.S. state-based laws.



Outline

I.  Introduction
   
 A. Overview
   
 B. The Conduct and Effects Test
    
C. Morrison v. National Australian Bank Ltd.
II. Reflections: The Morrison Oral Argument and 
   
 Supreme Court Decision
    
A. The Facts of the Case
    
B. Where It Started
    
C. Certificate of Interested Persons
    
D. Extraterritorial vs. Transnational
    
E. The Causation Test
    
F. The Fraud-On-The-Market Class Action
    
G. The Charming Betsy Rule
    
H. From Court of Appeals to Supreme Court
    
I. The Oral Argument
    
J. The Exchange-Based Test
   
 K. The U.S. Role in the International System
    
L. Discussion of Morrision's Effects 
III. The Impact of Morrison on Current Litigation
    
A. F-Squared and Regulation S Transactions
    
B. ADR Transactions 
    
C. ADR Cases
    
D. Private Transactions
    
E. Future Trends
    
F. The Future of Class Action Lawsuits
    
G. The Effects of the Dodd-Frank Act
    
H. Arguments Against Overruling Morrison
IV. Strategies for Prosecuting and Defending Private Litigation
    
Involving Multinational Corporations Outside the United States
    
A. The International Landscape
   
 B. Recent Developments in France
   
 C. Recent Developments in the Netherlands
    
D. Cases in the Netherlands
    
E. Recent Developments in Canada
    
F. New Issues with Class Status
V. Morrision's Spillover Effects
    
A. The Dodd-Frank Act
   
 B. Cases Affected by the Dodd-Frank Act
    
C. The Fabulous Fab
    
D. Tiger Asia Management
    
E. The Effect of Morrison on the RICO Act
    
F. The Extraterritoriality of RICO
VI. How to Obtain Credit


Content Provided
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The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

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Speakers / Authors:

Photo of Jonathan M. Plasse

Jonathan M. Plasse
Labaton Sucharow

Jonathan M. Plasse is a partner in the firm of Labaton Sucharow.  He has devoted over 30 years of his practice to the prosecution of complex cases involving securities class action, derivative, transactional, and consumer litigation. Currently, he is prosecuting securities class actions against Schering-Plough, Fannie Mae and Morgan Stanley.

Mr. Plasse serves as the Chair of the Securities Litigation Committee of the Association of the Bar of the City of New York. He has also chaired and been a regular speaker at continuing legal education seminars relating to securities class action litigation.

Mr. Plasse is admitted to practice before the Southern and Eastern Districts of New York, and the U.S. Second Circuit Court of Appeals.

He received his J.D. in 1976 from Brooklyn Law School, and his B.A., magna cum laude, in 1972 from the State University of New York at Binghamton.

 

 

Photo of Merritt B. Fox

Merritt B. Fox
Columbia Law School

Merritt Fox is the Michael E. Patterson Professor of Law and the NASDAQ Professor of the Columbia Law School-Columbia Business School Joint Project on the Law and Economics of Capital Markets. Professor Fox is past chair of the Business Association section of the American Association of Law Schools. He is co-director of the Center for Law and Economic Studies at Columbia Law School.

Mr. Fox practiced with the firm of Cleary, Gottlieb, Steen & Hamilton from 1974 to 1980. He was adjunct professor teaching law and economics at Yale and Fordham from 1974 to 1980. Mr. Fox. taught at Indiana University Law School in Bloomington before joining the University of Michigan Law School faculty in 1988, where he was the Alene and Allan F. Smith Professor of Law and faculty director of the school's Center for International and Comparative Law.

He is author of Finance and Industrial Performance in a Dynamic Economy (1987); The Signature of Power: Buildings, Communication and Policy (with H. Lasswell, 1979). He is also co-editor, with Michael Heller, of Corporate Governance Lessons from Transitional Economies (2006).

Mr. Fox received his Ph.D. from Yale in 1980, his J.D. from Yale in 1971 and his B.A. fromYale in 1968.

Photo of Thomas A. Dubbs

Thomas A. Dubbs
Labaton Sucharow

Thomas A. Dubbs is a partner in the firm of Labaton Sucharow.  He specializes in the representation of institutional investors including pension funds in securities fraud and other types of litigation. A recognized leader in the field, Mr. Dubbs represented the first major private institutional investor to become a lead plaintiff in a class action under the Private Securities Litigation Reform Act. Mr. Dubbs currently serves as Lead or Co-Lead Counsel in federal securities class actions against AIG, Wellcare and Bear Stearns, among others.

He is a member of the New York State Bar Association, the Association of the Bar of the City of New York, and the American Society of International Law.

Mr. Dubbs received his J.D. from the University of Wisconsin-Madison in 1974, an M.A. from Fletcher School of Law and Diplomacy, Tufts University in 1971, and his B.A. from the University of Wisconsin-Madison in 1969.

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Joseph De Simone
Mayer Brown

Joseph De Simone is a partner in the law firm of Mayer Brown. He is an experienced, well-respected litigator whose practice is focused primarily on securities and regulatory disputes, internal corporate investigations, Sarbanes-Oxley compliance, complex arbitrations, and general corporate litigation. As co-leader of Mayer Brown’s Securities Litigation and Corporate Governance Action group, Mr. De Simone represents corporate and individual clients across a broad spectrum of civil, criminal, and investigative cases.

Mr. De Simone is admitted to practice in the State of Arizona, State of New York, before the Southern and Eastern District Courts of New York, and before the U.S. Court of Appeals for the Second Circuit.

Mr. De Simone graduated from Fordham University School of Law with a J.D. in 1994, and his A.B. from Princeton University in 1988

Photo of Lawrence J. Zweifach

Lawrence J. Zweifach

Gibson, Dunn & Crutcher LLP

Lawrence J. Zweifach is a litigation partner in Gibson, Dunn & Crutcher's New York office. Mr. Zweifach is a highly experienced trial lawyer with a diverse litigation practice. He has extensive experience handling civil and criminal matters, including securities, antitrust, SEC and PCAOB enforcement investigations and litigation, FCPA matters, corporate governance, internal investigations, white collar criminal defense, and complex commercial litigation.

Mr. Zweifach is admitted to practice in the State of New York. Mr. Zweifach earned his J.D. at George Washington University in 1973 and B.A. at Lehigh University in 1969.

Photo of John C. Browne

John C. Browne
Bernstein, Litowitz, Berger and Grossmann

Mr. Browne is a partner in the New York office of Bernstein, Litowitz, Berger and Grossman. Prior to joining BLB&G, Mr. Browne was an attorney at Latham & Watkins, where he had a wide range of experience in commercial litigation, including defending corporate officers and directors in securities class actions and derivative suits, and representing major corporate clients in state and federal court litigations and arbitrations.

Mr. Browne has been a panelist at various continuing legal education programs offered by the American Law Institute and has published several articles relating to securities litigation.

Mr. Browne is admitted to practice in the State of New York, before the Southern District Court of New York, and before the U.S. Court of Appeals, Second Circuit.

Mr. Browne earned his J.D. from Cornell Law School, cum laude, in 1998, and his B.A., magna cum laude, from James Madison University in 1994.

Photo of George T. Conway

George T. Conway III

Wachtell, Lipton, Rosen & Katz

George T. Conway III has been a partner in the Litigation Department of Wachtell, Lipton, Rosen & Katz since January 1994. He joined the firm in September 1988.

His litigation experience has included a variety of high-profile matters spanning many areas of law in federal and state courts throughout the country. He has extensive experience in securities litigation, mergers-and-acquisitions litigation, contract litigation, antitrust litigation, and other litigation, both at the trial and appellate levels. In the area of securities litigation, he recently briefed and argued the cause for respondents in Morrison v. National Australia Bank, in which the Supreme Court of the United States held that Section 10(b) of the Securities Exchange Act of 1934 does not apply extraterritorially to claims of so-called "foreign-cubed" plaintiffs -- foreign investors who purchased securities of foreign issuers on foreign exchanges. He also recently argued and won a precedent-setting motion to dismiss so-called "foreign-squared" claims against European Aeronautic Defence & Space Co. brought by American plaintiffs who purchased that foreign company's shares on foreign exchanges.

Mr. Conway received his J.D. in 1987 from Yale Law School, where he was an Editor of the Yale Law Journal. Mr. Conway is a graduate of Harvard College, where in 1984 he received an A.B., magna cum laude, in Biochemical Sciences.

Photo of Edward Turan

Edward Turan

Citigroup, Inc.

Edward Turan is Senior Deputy General Counsel and Managing Director of Citi's Institutional Clients Group and head of the Litigation Department. Mr. Turan is responsible for the management of all aspects of litigation arising out of the business of the Institutional Clients Group, along with regulatory enforcement matters. He is a member of the National Arbitration and Mediation Committee of FINRA. He is a member and former chairman of the Securities Industry and Financial Markets Association (SIFMA) Committee on Litigation and Arbitration and is a member of the SIFMA Committee on Amicus issues. Ed is also a member of the Clearinghouse Litigation Committee and a past President of the Compliance and Legal Society of SIFMA.

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Details

Course Code : 773140

Release Date: 10/5/2011 12:00:00 AM
Length: 2hr 25min
Format Type: Video
Recorded Date: 4/25/2011

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