A&O Shearman

Securities Litigation

Southern District Of New York Grants Motion To Dismiss Securities Class Action Against Connected Fitness Company On Remand

On August 27, 2026, Judge Andrew L. Carter, Jr. 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 fitness company (the “Company”), its former CEO, and two other officers (collectively, “Defendants”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. Robeco Capital Growth Funds SICAV – Robeco Global Consumer Trends v. Peloton Interactive, Inc., et al., No. 1:21-cv-09582 (S.D.N.Y. Aug. 27, 2026).
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Western District Of Michigan Grants Motion To Dismiss Securities Class Action Against Food Safety Company

On August 10, 2026, Chief Judge Hala Y. Jarbou of the United States District Court for the Western District of Michigan granted a motion to dismiss a putative securities fraud class action against a food safety company (the “Company”), its then-President and CEO, and its then-CFO (collectively, “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. Operating Engineers Construction Industry and Miscellaneous Pension Fund, et al. v. Neogen Corporation, et al., No. 1:25-cv-802 (W.D. Mich. Aug. 10, 2026).
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Government/Regulatory Enforcement

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.
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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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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

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).
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Third Circuit Reverses Dismissal of Algorithmic Price-Fixing Claims Against Atlantic City Casino-Hotels

On July 29, 2026, the United States Court of Appeals for the Third Circuit reversed the District of New Jersey’s dismissal of a putative class action alleging that several Atlantic City casino-hotels conspired to fix hotel room prices through the use of a shared dynamic pricing algorithm in violation of Section 1 of the Sherman Act. Cornish-Adebiyi, et al. v. Caesars Entertainment, Inc., et al., No. 24-3006 (3d Cir. July 29, 2026).
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Intellectual Property Litigation

Federal Circuit Holds Prior-Art Reference Need Not Address Patentee’s Specific Stated Problem to Qualify as Analogous Art

On August 14, 2026, the U.S. Court of Appeals for the Federal Circuit affirmed the Patent Trial and Appeal Board’s final written decision in The Nielsen Company (US), LLC v. TVision Insights, Inc., No. 2025-1371 (Fed. Cir. Aug. 14, 2026), finding claims of U.S. Patent No. 11,470,243 unpatentable as obvious.
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