Review

-Key Statutory Provisions

-Motions to Dismiss and Settlements

Important Additional Considerations

-Regulatory Actions: SEC and Department of Justice

-Securities Litigation Dynamics

-Prevalent Types of Securities Claims

-Securities Litigation Vulnerability Characteristics

-Potential Sources of Future Litigation

-SEC Cybersecurity Disclosure Guidelines

-The Importance of Indemnification

The Securities Act of 1933 (“The ‘33 Act”)

-Applies to Initial Distribution of Securities Into the Marketplace (IPOs, Secondary Offerings, etc.)

-Principal Liability Provisions are Sections 11 and 12(a)(2)

-“Control Person” Liability in Section 15

The Securities Exchange Act of 1934 (“The ‘34 Act”)

-Applies to Disclosure in Connection with Open Market Trading

-Principal Liability Provisions are Section 10(b) and Rule 10b-5

-“Control Person” Liability in Section 20(a)

-Proxy Statement Liability in Section 14

State Securities Laws (“Blue Sky” Laws)

Common Law Fraud Liability (State Law)