A&O Shearman

Securities Litigation

Ninth Circuit Amends Opinion Partially Reviving Putative Class Action Against Manufacturer Of Pop Culture Collectibles And Denies Rehearing Petitions

On September 2, 2026, the United States Court of Appeals for the Ninth Circuit amended its opinion affirming in part and reversing in part the dismissal of a putative securities fraud class action against a manufacturer of pop culture collectibles (the “Company”), and its former CEO and former CFO, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Constr. Laborers Pension Trust of Greater St. Louis v. Funko Inc., No. 24-4909 (9th Cir. Sept. 2, 2026).
Read More

Southern District Of New York Grants Motion To Dismiss Securities Class Action Against Former Officers Of Business Communications Company

On September 1, 2026, Judge Paul G. Gardephe of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities fraud class action against the former CEO and former CFO of a business communications company (the “Company”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Jiang v. Chirico, et al., No. 23 Civ. 1258 (S.D.N.Y. Sept. 1, 2026).
Read More

Government/Regulatory Enforcement

Consulting Firm Pays $21.5 Million To Settle False Claims Act Allegations Arising From Race And Sex Based Employment Practices

On August 25, 2026, the United States Department of Justice (“DOJ”) announced a $21.5 million settlement with various U.S. affiliated entities of a global tax and consulting firm (“Consulting Firm”) to resolve allegations that the Consulting Firm violated the False Claims Act by knowingly submitting false claims and making false statements to the federal government in connection with race and sex-based employment practices.
Read More

DOJ’s National Fraud Enforcement Division Announces Enforcement Priorities

On August 13, 2026, Assistant Attorney General Colin M. McDonald issued a memorandum (“Memorandum”) on behalf of the Department of Justice (“DOJ”)’s National Fraud Enforcement Division (“Division”) outlining the Division’s growth plan and identifying five key enforcement priorities.
Read More

M&A and Corporate Governance

Delaware Chancery Invalidates Buyer Termination And Orders Specific Performance Of Obligations To Seek Regulatory Clearance For Merger

On August 7, 2026, Vice Chancellor Bonnie W. David of the Delaware Court of Chancery held in a post-trial decision that a software and data analytics company (the “Acquiror”) was not entitled to walk away from its $2.35 billion proposed acquisition of a cloud-based roofing business management platform (the “Target”) based on antitrust regulators’ failure to approve the deal by the merger agreement’s outside termination date. Verisk Analytics, Inc., v. AccuLynx.com, No. 2026-0023-BWD (Del. Ch. Aug. 7, 2026).
Read More

Delaware Court Of Chancery Dismisses Stockholder Derivative Suit, Rejecting “Eleventh Hour” Section 220 Demand Tolling Theory

On July 9, 2026, Vice Chancellor Lori W. Will of the Delaware Court of Chancery dismissed a stockholder derivative action against a biopharmaceutical company (the “Company”), as the nominal defendant, and several of its current and former officers and directors. In re Axsome Therapeutics, Inc. S’holder Deriv. Litig., Consol. C.A. No. 2025-1076-LWW (Del. Ch. July 9, 2026). The Court rejected plaintiffs’ argument that a Section 220 demand necessarily tolls the statute of limitations and held that plaintiffs’ breach of fiduciary duty, unjust enrichment, and waste claims were barred by laches because they were filed after the three-year limitations period expired. The Court explained: “A diligently pursued books and records suit may, in appropriate circumstances, justify equitable tolling. But an eleventh-hour, out-of-court demand pursued with little zeal does not.”
Read More

Antitrust Litigation

Southern District Of New York Dismisses Price-Fixing Claims Against Concrete And Cement Additives Manufacturers

OOn September 2, 2026, Judge Lewis J. Liman of the U.S. District Court for the Southern District of New York dismissed with prejudice all claims against three major defendant concrete and cement additives manufacturers, holding that plaintiff purchasers failed to plausibly allege a conspiracy to fix prices of concrete and cement additives in the United States. In re Concrete and Cement Additives Antitrust Litigation, No. 24-md-3097 (S.D.N.Y.).
Read More

Fifth Circuit Holds That Market Rivals Can Enter Vertical Agreements That Survive Per Se and Rule Of Reason Review

On August 18, 2026, Judge King of the United States Court of Appeals for the Fifth Circuit, affirmed that a transaction between companies that may be rivals in one market can nevertheless be vertical in a specific supplier-customer relationship, making it ineligible for per se condemnation. The contract also survived the rule of reason analysis. Quadvest, L.P. v. San Jacinto River Authority, No. 25-20415 (5th Cir. Aug. 18, 2026).
Read More

Intellectual Property Litigation

Federal Circuit Affirms District Court’s Decision To Reach A Patent-Eligibility Issue After Concluding Venue Improper

On August 28, 2026, the U.S. Court of Appeals for the Federal Circuit (Judges Prost, Bryson, and Reyna) affirmed a district court’s dismissal of AML’s patent-infringement claims against Bath & Body Works Direct, Inc. and The Buckle, Inc. on two independent grounds: improper venue and patent ineligibility under 35 U.S.C. § 101. The Federal Circuit held that the district court did not abuse its discretion by reaching the patent-eligibility issue after concluding that venue was improper. AML IP, LLC v. Bath & Body Works Direct, Inc., No. 2025-1280 (Fed. Cir. Aug. 28, 2026).
Read More