Robert P. Bartlett et al., The Myth of Morrison: Securities Fraud Litigation Against Foreign Issuers, SSRN (2018)

We find that the description of Morrison as a “steamroller” substantially ending litigation against foreign issuers is a myth. Instead, we find that Morrison did not substantially change the type of litigation brought against foreign issuers, which both before and after Morrison focused on foreign issuers with a U.S. listing and substantial U.S. trading volume. While dismissal rates rose post-Morrison we find no evidence that this is related to the decision. Settlement amounts and attorneys’ fees actually rose post-Morrison.

VW Ruling – Morrison Not A Bar To Securities Claims Involving ADRs

These issues arose again the U.S. securities class action lawsuit that Volkswagen ADR investors filed against the company and related defendants based on allegations involving the company’s recent high-profile vehicle emissions scandal. The Volkswagen defendants argued in reliance on Morrison that the U.S. securities laws do not apply to the OTC transactions in the company’s ADRs. In an interesting January 4, 2017 opinion (here), Northern District of California Judge Charles R. Breyer held that the U.S. securities laws do indeed apply to over-the-counter transactions in the U.S. of Volkswagen’s sponsored Level 1 ADRs.

東芝との違い:Volkswagenでは、sponsored ADRだった。

金融規制改革法が取引所法10条(b)項の域外適用についてMorrison判決を覆したか (2)


U.S. v. Vilar, 2013 WL 4608948 (2d Cir. Aug. 30, 2013)は,取引所法10条(b)項について取引所法32条に基づいて刑事罰が追求された事例です。

D&P writes:

Although the facts and conviction at issue in Vilar predate Dodd-Frank, the fact that the Second Circuit’s decision is entirely silent on the question of Section 929P(b)’s applicability may be yet another signal that courts are reluctant to interpret the clear language of Section 929P(b) as anything more than a provision addressing the district court’s jurisdiction. It remains to be seen how this issue will develop over the coming months. We expect that the SEC and DOJ will continue to press courts to apply Section 929P(b) in order to expand the government’s ability to reach extraterritorial conduct.

via S&C, D&P, SEC Actions, DLA Piper, Orrick, MoFo