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Need-to-Know Litigation Weekly

A&O Shearman

Need-to-Know Litigation Weekly

Welcome to A&O Shearman's Need-To-Know Litigation Weekly, which analyzes notable U.S. decisions, orders and developments each week in areas of Securities Litigation, Government/Regulatory Enforcement, M&A and Corporate Governance, Antitrust Litigation and IP Litigation. This weekly newsletter is intended to supplement our various publications and thought leadership concerning these important substantive areas.


Securities Litigation


Southern District Of New York Dismisses Putative Securities Class Action Against Artificial Intelligence Company With Prejudice For Failure To Plead Materiality Or Scienter

On September 28, 2026, Judge John P. Cronan 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 an artificial intelligence company (the “Company”), and certain of its former officers (the “Individual Defendants”), 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. In re UiPath, Inc. Sec. Litig., No. 24 Civ. 4702 (S.D.N.Y. Sept. 28, 2026).
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Northern District Of California Dismisses Putative Securities Class Action Against Value Grocery Retailer Without Prejudice

On September 16, 2026, Judge Jon S. Tigar of the United States District Court for the Northern District of California dismissed a putative securities class action against a value grocery retailer (the “Company”) and its former CEO and CFO (collectively, “Defendants”). In re Grocery Outlet Holding Corp. Sec. Litig., No. 4:25-cv-957-JST (N.D. Cal. Sept. 16, 2026).
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Government/Regulatory Enforcement


DOJ Issues Memo Outlining New Corporate Fraud Enforcement Priorities

On October 1, 2026, the Department of Justice’s National Fraud Enforcement Division (“Fraud Division”) released Directive 26-12 (“Directive”). The Directive reshapes how federal prosecutors approach corporate fraud. Focusing on the priority areas the Fraud Division announced in a previous memorandum authored by Assistant Attorney General, Colin McDonald, the Directive introduces ten factors prosecutors “must place great weight” on when considering corporate fraud charges, and formalizes the central coordinating role of the Corporate Enforcement Section (“CES”) in the investigation and prosecution of alleged fraud. The Directive further reminds the public of an era of more aggressive, yet targeted, corporate fraud enforcement.
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CFTC Adopts 30 Percent Presumption For Smaller Whistleblower Awards

On September 11, 2026, the Commodity Futures Trading Commission (“CFTC” or “the Commission”) announced that it had approved a final rule amending its whistleblower rules to increase presumptive payouts for smaller awards.
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M&A and Corporate Governance


Delaware Court Of Chancery Invalidates Board’s Rejection Of Activist’s Director Nomination Notice

On August 28, 2026, Vice Chancellor Lori W. Will of the Delaware Court of Chancery in a post-trial decision on expedited claims invalidated the board of directors’ rejection of an activist investor’s nomination notice in a proxy context involving a publicly traded corporation that holds Bitcoin as a primary asset (the “Company”). ATG Cap. Opportunities Fund LP v. Lane, C.A. No. 2026-0447-LWW (Del. Ch. Aug. 28, 2026).
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Delaware Chancery Counts Stockholder Consents Obtained Post-Litigation in Majority Vote Removing Director

On September 15, 2026, Chancellor Kathaleen McCormick entered post-trial judgment for defendant after a summary proceeding under Section 225 of the Delaware General Corporation Law (the “DGCL”), which governs proceedings for contested board seats, challenging plaintiff’s removal from the board of directors of a private security technology company. Freiberg v. Xonar Tech. Inc., C.A. No. 2026-0093-KSJM (Del. Ch. Sept. 15, 2026).
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Antitrust Litigation


Michigan Court Dismisses Energy Antitrust Suit For Lack Of Standing

On September 22, 2026, Judge Jane M. Beckering of the U.S. District Court for the Western District of Michigan dismissed with prejudice a federal antitrust action brought by the State of Michigan against four energy companies and the American Petroleum Institute (“API”). People of the State of Michigan v. BP, P.L.C., et al., No. 1:26-cv-254 (W.D. Mich. Sept. 22, 2026).
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District Court Denies Cardboard-Makers’ Motion To Dismiss In Price-Fixing Class Action

On September 4, 2026, the United States District Court for the Northern District of Illinois denied motions to dismiss claims against major containerboard manufacturers accused of conspiring to fix the prices of containerboard products in violation of Section 1 of the Sherman Act. Artuso Pastry Foods Corp. v. Packaging Corp. of America et al., No. 1:25-cv-08856 (N.D. Ill. Sept. 4, 2026).
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Intellectual Property Litigation


Federal Circuit Holds That A Claim Covering A Scientific Impossibility Is Not Indefinite, But Is Not Enabled

On October 1, 2026, the U.S. Court of Appeals for the Federal Circuit affirmed the District Court for the District of Delaware’s judgment invalidating claims 1, 11, and 18 of U.S. Patent No. 6,711,385 (“the ’385 Patent”), but on enablement grounds rather than the indefiniteness grounds that were the subject of the appeal. Satius Holding, LLC v. Samsung Electronics Co., Ltd., No. 2025-1446 (Fed. Cir. Oct. 1, 2026).
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Ninth Circuit Finds LLM Coding Agent Outputs Did Not Violate Digital Millenium Copyright Act by Not Including Attribution

In Doe v. GitHub, Inc., No. 24-7700 (9th Cir. Sept. 16, 2026) the United States Court of Appeals for the Ninth Circuit, on interlocutory appeal, affirmed a district court dismissal of claims under the DMCA related to LLM-based coding tools trained on open-source code.
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