A&O Shearman

Securities Litigation

District Of Colorado Denies Motion To Dismiss Securities Class Action Against Executives Of Healthcare Services Company

On August 7, 2026, Judge Gordon P. Gallagher of the United States District Court for the District of Colorado denied a motion to dismiss a putative securities fraud class action against three executives of a healthcare services company (the “Company”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Skrypski v. Sampson, et al., No. 1:25-cv-00306 (D. Colo. Aug. 7, 2026).
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Southern District Of New York Grants Motion To Dismiss Securities Class Action Against Digital Technology Services Company For Failure To Plead Falsity Or Scienter

On August 11, 2026, Judge Victor Marrero 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 a digital technology services company (the “Company”), and four of its current and former officers (the “Individual Defendants”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Sarria v. TELUS International (CDA) Inc., No. 25 Civ. 889 (S.D.N.Y. Aug. 11, 2026).
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Government/Regulatory Enforcement

DOJ And Agricultural Company Enter $10 Million Deferred Prosecution Agreement For One Count Of Conspiracy To Violate Foreign Corrupt Practices Act

On July 17, 2026, the Department of Justice (“DOJ”) entered into a three-year deferred prosecution agreement (the “DPA”) with a United States-based agricultural supply chain company (the “Company”) for alleged violations of the Foreign Corrupt Practices Act (“FCPA”). The allegations related to a multi-year scheme in which the Company directed third-party customs brokers to bribe Mexican officials to bypass border inspections. Under the DPA, the Company will pay a $9,769,521 criminal penalty and forfeiture of $414,351.
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DOJ Declines To Prosecute Optometry Company Under New Corporate Enforcement Policy After Self-Disclosure

On July 29, 2026, the National Fraud Enforcement Division of the Department of Justice (“DOJ”) declined to prosecute a management services organization and its holding company (collectively, “Optometry Company”) that provided billing and other administrative services to an optometry practice and an affiliated ambulatory surgery center (collectively, “Practice”) for health care fraud, illegal kickbacks and bribes, and conspiracy, pursuant to Part I of the DOJ’s Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP”). The Practice was founded and controlled by an individual (“Founder”) who later formed Optometry Company with outside investors. Acting Attorney General Blanche announced the new CEP on March 10, 2026. The decision resolves a criminal health care fraud investigation and requires Optometry Company to pay $1 million in disgorgement to victims. The DOJ separately announced a seven-count indictment against the Founder for allegedly orchestrating diagnostic testing and kickback schemes.
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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).
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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.”
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Antitrust Litigation

Western District Of Texas Dismisses Antitrust Claims Against Pharmaceutical Firms

On August 5, 2026, the U.S. District Court for the Western District of Texas dismissed pharmaceutical manufacturer Strive Specialties’ antitrust claims alleging that Eli Lilly and Novo Nordisk unlawfully excluded it from the market for glucagon-like peptide-1 (GLP-1) medications. Strive Specialties Inc. v. Eli Lilly & Co., et al., No. 5:26-CV-00155-MA (W.D. Tex. Aug. 5, 2026).
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DOJ Withdraws Longstanding Business Review Letter Issued to Institutional Shareholder Services

On August 5, 2026, “DOJ announced the withdrawal of a 1987 Business Review Letter (the “1987 BRL” or the “Letter”) previously issued to Institutional Shareholder Services (“ISS”), a proxy advisory firm. Justice Department Withdraws Business Review Letter Issued to Proxy Advisory Firm, DOJ Antitrust Division, Press Release No. 26-886 (Aug. 5, 2026). The DOJ indicated that the withdrawal may signal future antitrust scrutiny of ISS and the proxy advisory industry, noting that a business review letter “states only the enforcement intention of the Antitrust Division as of the date of the letter, and the Division remains completely free to bring whatever action or proceeding it subsequently comes to believe is required by the public interest.”
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Intellectual Property Litigation

Federal Circuit Vacates Preliminary Injunction Over Claim Construction Errors And Rejects Presumption Of Irreparable Harm

In Socket Solutions, LLC, v. Import Global, LLC, No. 2025-1121(Fed. Cir. Aug. 4, 2026), the Federal Circuit vacated the district court's grant of a preliminary injunction barring Import Global from manufacturing, selling, or importing its Neat Socket product, holding that the district court erred in construing the patent claim terms “backplate” and “pin” and in relying on a presumption of irreparable harm. The decision confirms that the presumption of irreparable harm in patent cases does not survive eBay Inc. v. MercExchange, LLC, 547 U.S. 388 (2006), in the preliminary injunction context.
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Court of Appeals For The Federal Circuit Denies Petition For Rehearing En Banc In Design Patent Infringement Suit

On August 11, 2026, the U.S. Court of Appeals for the Federal Circuit (“CAFC”) denied a petition for rehearing en banc by Plaintiff-Appellant Range of Motion Products, LLC in a per curiam order. Range of Motion Products, LLC, v. Armaid Company Inc., No. 2023-2427 (Fed. Cir. Aug. 11, 2026). Plaintiff petitioned for a rehearing en banc of its appeal of the U.S. Court for the District of Maine’s grant of summary judgment, finding no infringement of Defendant-Appellee’s U.S Design Patent No. D802,155 (the “D’155 Patent”).
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