Justia California Court of Appeals Opinion SummariesArticles Posted in Securities Law
City of Warren Police and Fire Retirement System v. Natera Inc.
Natera's primary product is Panorama, a screening test for fetal chromosomal abnormalities, based on a blood draw, rather than amniocentesis. A class action under the Securities Act of 1933 (15 U.S.C. 77a), alleged that documents issued in connection with Natera’s initial public offering omitted material facts that were required by regulations or necessary to make the documents not misleading. It alleged that the documents, which became effective on July 1, 2015, improperly touted Natera as "rapidly growing," amid a quarterly revenue growth trend with year-over-year revenue increases, while omitting Natera’s “material negative financial results” for the second quarter of 2015, which had ended on June 30, 2015; second-quarter financial results were not yet public.The court of appeal affirmed the dismissal of the claims. In the context of the Registration Statement as a whole, there is nothing false or misleading about the statements that Natera is “rapidly growing” or that its “rapid growth of revenues” was based on the success of Panorama. The Statement clearly stated that revenues declined from 4Q 2014 to 1Q 2015 and attributed that decline to decreased average reimbursement for Panorama due to a new billing code and delayed revenue recognition. The Statement itself refutes any argument that defendants failed to disclose the negative trend of declining reimbursements and revenues with increasing costs and losses. View "City of Warren Police and Fire Retirement System v. Natera Inc." on Justia Law
Posted in: Securities Law
Jensen v. iShares Trust
Investors purchased shares of BlackRock iShares Exchange-Traded Funds (ETFs) and suffered financial losses when their shares were sold pursuant to “market orders” or “stop-loss orders” during a “flash crash” in August 2015, when ETF trading prices fell dramatically. The investors claim that BlackRock’s registration statements, prospectuses, and amendments thereto issued or filed between 2012 and 2015, were false or misleading in that they failed to sufficiently disclose the risks associated with flash crashes. The investors sued, alleging violations of disclosure requirements under the Securities Act of 1933. 15 U.S.C. 77k.The court of appeal affirmed that the investors lacked standing. Liability under sections 11 and 12(a)(2) of the 1933 Act applies only to initial offerings; the investors purchased their ETF shares on the secondary market. The court rejected claims citing section 11, under which a plaintiff has standing if shares purchased in the secondary market can be traced back to an offering made under a misleading registration statement. Given the greater availability of information about potential investments to secondary market investors, limiting the stricter liability imposed by the 1933 Act to primary market transactions is not necessarily unreasonable. In contrast to the “catchall” provisions of the Exchange Act, 15 U.S.C. 77j(b)[ 22]—sections 11 and 12(a)(2) of the Securities Act “apply more narrowly but give rise to liability more readily.” View "Jensen v. iShares Trust" on Justia Law
Posted in: Securities Law
Ontiveros v. Constable
Guadalupe Ontiveros, as minority shareholder in Omega Electric, Inc. (Omega), sued majority shareholder Kent Constable, his wife Karen, and Omega, asserting direct and derivative claims arising from a dispute over management of Omega and its assets. In response to Ontiveros's claim of involuntary dissolution of Omega, Appellants filed a motion to stay proceedings and appoint appraisers to fix the value of Ontiveros's stock. The superior court granted the motion, staying the action. Ontiveros then tried to dismiss his claim for involuntary dissolution without prejudice, but the court clerk would not accept his filing because the matter had been stayed. Ontiveros thus filed a motion, asking the court to revoke its order granting Appellants' motion, or in the alternative, to reconsider and then vacate the order. The court treated that motion as a motion for leave to file a dismissal with prejudice under Code of Civil Procedure section 581 (e), granted the motion, and allowed Ontiveros to dismiss his cause of action for involuntary dissolution of Omega. Without the existence of that claim, the court found no basis on which to stay the action and order an appraisal of the stock. As such, the court lifted the stay, terminating the procedure. Appellants appealed, contending the court abused its discretion in granting Ontiveros's motion. In addition, Appellants argued the trial court improperly interpreted section 2000 in granting the motion. Ontiveros countered by arguing the trial court's order was not appealable. The Court of Appeal determined Appellants presented an appealable issue, and was persuaded the trial court abused its discretion here: the superior court relied upon that code section as a mechanism to lift the stay and terminate the section 2000 special proceeding, misapplying the law. Consequently, the trial court's order was reversed. View "Ontiveros v. Constable" on Justia Law
Rossetta v. CitiMortgage, Inc.
Plaintiff Antoinette Rossetta appealed the dismissal of her second amended complaint after the trial court sustained a demurrer by defendants CitiMortgage, Inc. (CitiMortgage) and U.S. Bank National Association as Trustee for Citicorp Residential Trust Series 2006-1 (2006-1 Trust). The complaint asserted multiple causes of action sounding in tort, and unlawful business practices in violation of the Unfair Competition Law arising from loan modification negotiations spanning more than two years. Rossetta also appealed the trial court’s dismissal of a cause of action for conversion that appeared in an earlier iteration of the complaint to which CitiMortgage and the 2006-1 Trust (collectively, CitiMortgage, unless otherwise indicated) also successfully demurred. After review, the Court of Appeal concluded: (1) the trial court erred in sustaining the demurrer to the causes of action for negligence and violations of the Unfair Competition Law; (2) the trial court properly sustained the demurrer to the causes of action for intentional misrepresentation and promissory estoppel, but should have granted leave to amend to give Rossetta an opportunity to state a viable cause of action based on an alleged oral promise to provide her with a Trial Period Plan (TPP) under the Home Affordable Mortgage Program (HAMP) in April 2012; and (3) the trial court properly sustained the demurrer to the causes of action for negligent misrepresentation, breach of contract, intentional infliction of emotional distress and conversion without leave to amend. View "Rossetta v. CitiMortgage, Inc." on Justia Law
Flowers v. Financial Industry Regulatory Authority, Inc.
Between 2000 and 2001, plaintiff-appellant Troy Flowers's application for a securities sales license was rejected by Ohio state officials because they found that he was "not of 'good business repute.'" In addition, Flowers was subjected to discipline by securities regulators with respect to his violation of securities laws and regulations and his failure to cooperate in a securities investigation. Flowers filed a complaint against the Financial Industry Regulatory Authority, Inc. (FINRA), seeking an order that FINRA expunge his disciplinary history from its records. The trial court sustained without leave to amend FINRA's demurrer to Flowers's complaint. Because federal securities laws and regulations provided Flowers with a process by which he may challenge FINRA's publication of his disciplinary history, and Flowers has not pursued that process, the Court of Appeal concluded he may not now, by way of a civil action, seek that relief from the trial court. Accordingly, the Court affirmed the trial court's order sustaining the demurrer and its judgment in favor of FINRA. View "Flowers v. Financial Industry Regulatory Authority, Inc." on Justia Law
People v. Black
Black called Knarr to suggest a real estate investment. Knarr gave Black $124,456, documented by a May 2006 promissory note. Knarr testified that he would not have invested without a promised 10 percent return if sale or development of the property failed. The parties modified the note in May 2007 to reflect Knarr’s additional investment of $155,474 and extended the maturity date of the note several times, through mid-January 2012. Knarr obtained information inconsistent with what Black had told him and asked Black for his money. Receiving no response, Knarr initiated an investigation. In 2013, Black was charged with five counts (there were other investors) of using false statements in the offer or sale of a security (Corp. Code, 25401, 25540(b)). The trial court set aside two counts, finding that the note was not a security. The court of appeals affirmed, holding that the promissory notes offered for Knarr’s investment in the real estate development scheme were not securities within the meaning of the Corporate Securities Law. The evidence of other investors was insufficient to meet the public offering prong of the risk-capital test and there was insufficient evidence that Knarr was “led to expect profits solely from the efforts of the promoter.” View "People v. Black" on Justia Law
State of California ex rel. Bartlett v. Miller
Plaintiff filed a qui tam suit on behalf of himself and the State under the California False Claims Act (CFCA), Gov. Code, 12650 et seq., alleging that ClubCorp had defrauded the State by failing to escheat the unclaimed initiation deposits of ClubCorp’s members and former members. The trial court granted the State's motion to dismiss, concluding that plaintiff's qui tam action was based on business practices ClubCorp had previously disclosed in publicly available filings with the SEC and thus precluded by CFCA's public disclosure bar. The court concluded that the trial court erred in dismissing the qui tam complaint as barred by the public disclosure provision in former subdivision (d)(3)(A) where an SEC filing is not one of the disclosures identified in that subdivision as barring a qui tam action. Accordingly, the court reversed and remanded for further proceedings. View "State of California ex rel. Bartlett v. Miller" on Justia Law
Crown Capital Secs., L.P. v. Endurance Am. Specialty Ins. Co.
Customers of a securities firm made claims against that firm based on real estate investments the firm’s broker-dealers recommended. An entity that had an interest in and operated each of the real estate investments filed for bankruptcy, and at least some of the real estate investments became debtors in that bankruptcy proceeding. The appointed examiner in the bankruptcy proceeding found that the entity was engaged in a fraudulent “Ponzi scheme.” When the securities firm applied for professional liability insurance, it disclosed one of the customer claims but not the facts that would support other potential customer claims arising out of investments through the same entity as that involved in the disclosed claim. The insurer refused to defend against undisclosed claims because the policy’s application included an exclusion for nondisclosure of facts that might lead to a claim. The court of appeal affirmed judgment in favor of the insurer: There was no insurance coverage because all of the undisclosed claims arose out of the same events as the disclosed claim. The securities firm was aware of facts and circumstances that might result in a claim or claims being made against it, which awareness it was required to disclose. View "Crown Capital Secs., L.P. v. Endurance Am. Specialty Ins. Co." on Justia Law
Overstock.com, Inc. v. Goldman Sachs Grp., Inc.
Overstock.Com alleged that defendants intentionally depressed the price of Overstock stock by effecting “naked” short sales: sales of shares the brokerage houses and their clients never actually owned or borrowed to artificially increase the supply and short sales of the stock. The trial court dismissed claims under New Jersey Racketeer Influence and Corrupt Organizations (RICO) Act without leave to amend and rejected California market manipulation claims on summary judgment. The appeals court affirmed dismissal of the belatedly raised New Jersey RICO claim and summary judgment on the California claim as to three defendants, but reversed as to Merrill Lynch. The evidence, although slight, raised a triable issue this firm effected a series of transactions in California and did so for the purpose of inducing others to trade in the manipulated stock. The court concluded that Corporations Code section 25400, subdivision (b), reaches not only beneficial sellers and buyers of stock, but also can reach firms that execute, clear and settle trades; such firms face liability in a private action for damages only if they engage in conduct beyond aiding and abetting securities fraud, such that they are a primary actor in the manipulative trading.View "Overstock.com, Inc. v. Goldman Sachs Grp., Inc." on Justia Law
Overstock.com, Inc. v. Goldman Sachs Grp., Inc.
Overstock.Com alleged that defendants intentionally depressed the price of Overstock stock by effecting “naked” short sales: sales of shares the brokerage houses and their clients never actually owned or borrowed to artificially increase the supply and short sales of the stock. The parties’ discovery demands were extensive, and, pursuant to a stipulation, the trial court issued a protective order that allowed the parties to designate Protected Material, and to further classify it as “Confidential” or “Highly Confidential.” The order required the parties to exercise good faith to restrict submissions to Confidential Information reasonably necessary for deliberations. Two years later, the court extended the order to confidential information pertaining to third parties. In 2011, the court allowed plaintiffs to propose a Fifth Amended Complaint. The publicly filed document and opposing documents were heavily redacted; un-redacted versions were conditionally lodged under seal. Defendants made10 motions to seal. Plaintiffs opposed five. The media also opposed sealing. The court then denied leave to file the proposed Fifth Amended Complaint, granted the motions to seal, and entered summary judgment for the defendants. The appeals court affirmed most of the sealing decisions, with exceptions for “irrelevant materials” that never should have burdened the court.View "Overstock.com, Inc. v. Goldman Sachs Grp., Inc." on Justia Law