On August 27, 2025, the United States Court of Appeals for the Second Circuit issued a split decision in a putative securities fraud class action against a fitness company (the “Company”) and several executives (collectively, “Defendants”).  City of Hialeah Empls. Retirement Sys. v. Peloton Interactive, Inc., No. 24-2803 (2d Cir. Aug. 27, 2025). 

On August 29, 2025, a divided panel of the United States Court of Appeals for the Ninth Circuit reversed and remanded in part a putative securities class action alleging that a financial technology company (the “Company”) concealed material intra-quarter financial information in its IPO registration statement in violation of Sections 11, 12, and 15 of the Securities Act of 1933.  Sodha v. Golubowski, No. 24-1036 (9th Cir. Aug. 29, 2025).

On September 10, 2025, Judge Julie S. Sneed of the Middle District of Florida denied a motion to dismiss a putative securities class action brought against an autonomous vehicle technology company (the “Company”) and its CEO.  Alms v. Luminar Technologies, Inc., et al., 6:23-cv-982-JSS-LHP (M.D. Fla. Sept. 10, 2025).  

On September 10, 2025, Judge Vernon S. Broderick of the Southern District of New York granted a motion to dismiss a putative securities fraud class action brought against an e-commerce company (the “Company”) and its founder, certain of its executive officers, board members, and IPO underwriters.  N.Y.C. Pub. Pension Funds v. Coupang, Inc., et al., 22-CV-7309 (VSB) (S.D.N.Y. Sept. 10, 2025).

On August 13, 2025, the United States Court of Appeals for the Sixth Circuit vacated a district court order granting class certification in a putative securities class action against an electric services company (the “Company”) and certain of its current or former executive officers and directors.  In re FirstEnergy Corp. Sec. Litig., Nos. 23-3940/3943/3945/3946/3947 (6th Cir. Aug. 13, 2025).

On August 20, 2025, the United States Court of Appeals for the Third Circuit reinstated a class action asserting claims under the Securities Exchange Act of 1934 against a reinsurance company and certain of its executives.  In re Maiden Holdings, Ltd. Sec. Litig., —F.4th—, 2025 WL 2406864 (3d Cir. 2025).

On August 20, 2025, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative class action asserting claims under the Securities Exchange Act of 1934 against a pharmaceutical company and certain of its executives.  Sneed v. Talphera, Inc., —F.4th—, 2025 WL 2406424 (9th Cir. 2025).

On July 30, 2025, Judge Brian R. Martinotti of the United States District Court of the District of New Jersey granted a motion to dismiss a putative securities fraud class action against a drug manufacturing company (the “Company”) and its CEO and CFO (the “Individual Defendants” and, together, the “Defendants”) for alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  Feldman v. Scynexis, Inc., No. 2:23-cv-22082 (BRM) (CLW) (D.N.J. July 30, 2025).  

On July 28, 2025, Judge Jessica G. L. Clarke of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings to dismiss a claim under Section 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in a putative class action against a former executive (the “Individual Defendant”) of a natural food and beverages company (the “Company” and, together, “Defendants”).  The complaint alleges Defendants concealed that the source of the Company’s increased profits derived from allegedly unsustainable business practices.  Sills v. United Natural Foods, Inc., 23-CV-2364 (S.D.N.Y. July 28, 2025).  

On July 29, 2025, the United States District Court for the Eastern District of Pennsylvania dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 against a biotechnology company and its CEO.  In re Ocugen, Inc. Sec. Litig., 2025 WL 2146836 (E.D. Pa. July 29, 2025).

On July 24, 2025, Judge Jennifer Murphy of the Eastern District of Pennsylvania granted a motion to dismiss a putative securities class action brought against a life insurance company (the “Company”) and certain of its officers.  Donald C. Meade v. Lincoln Nat’l Corp., et al., No. 24-cv-1704 (E.D. Pa. July 24, 2025).

On July 23, 2025, Judge John P. Cronan of the Southern District of New York granted a motion to dismiss a putative securities class action brought against an artificial intelligence (AI) company (the “Company”) and certain of its executives.  In re UiPath, Inc. Sec. Litig., No. 24-cv-4702 (S.D.N.Y. July 23, 2025).

On July 8, 2025, Judge Nicholas Ranjan of the United States District Court for the Western District of Pennsylvania denied a motion for judgment on the pleadings, allowing a putative securities class action to proceed against a global pharmaceutical company (the “Company”) and certain of its officers (collectively, “Defendants”) that asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder.  In re Mylan N.V. Sec. Litig., No. 2:20-cv-955-NR (W.D. Pa. July 8, 2025).  

On July 15, 2025, Judge Cathy A. Bencivengo of the United States District Court for the Southern District of California dismissed with prejudice a putative securities class action against an U.S.-based telecommunications company (“Telecom Company”), a Taiwanese microchip manufacturer (“Microchip Company”), and several of their executives (together, “Defendants”), that asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10(b).  Water Is. & Event-Driven Fund v. MaxLinear, Inc., No. 3:23-cv-1607-CAB-VET (S.D. Cal.).  

On July 9, 2025, Judge P. Casey Pitts of the United States District Court for the Northern District of California largely declined to dismiss a putative securities class action asserting claims under the Securities Exchange Act of 1934 against a clothing company and certain of its executives.  Retail Wholesale Dept. Store Union Loc. 338 Ret. Fund v. Stitch Fix, Inc., —F. Supp. 3d—, 2025 WL 1900722 (N.D. Cal. July 9, 2025).

On June 23, 2025, Judge Araceli Martínez-Olguín of the Northern District of California granted a motion to dismiss a consolidated securities class action brought against a footwear and apparel company (the “Company”) and certain of its officers, directors, and underwriters.  Shnayder v. Allbirds, Inc., No. 23-cv-01811 (N.D. Cal. June 23, 2025).  

On June 24, 2025, Judge Aleta A. Trauger of the Middle District of Tennessee granted a motion to dismiss a putative securities class action brought against a discount retailer chain (the “Company”) and certain of its officers.  Washtenaw Cnty. Emps.’ Ret. Sys. v. Dollar Gen. Corp., et al., No. 3:23-cv-01250 (M.D. Tenn. June 24, 2025). 

On June 6, 2025, Judge Richard Seeborg of the United States District Court for the Northern District of California granted without prejudice a motion to dismiss a putative securities fraud class action against a developer of modular power components and power systems (the “Company”) and its chief executive officer asserting claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5.  In re Vicor Sec. Litig., No. 24-cv-4196-RS (N.D. Cal. June 6, 2025).

On June 16, 2025, Chief Judge David C. Godbey of the United States District Court for the Northern District of Texas dismissed a putative securities class action against a telecommunications company (the “Company”) and several of its executives (the “Individual Defendants”) asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act (the “Exchange Act”) and Rule 10b-5.  In re AT&T Sec. Litig., No. 3:24-CV-01196-N (N.D. Tex. June 16, 2025).

On June 3, 2025, Judge Jacqueline S. Corley of the Northern District of California granted in part a motion to dismiss a putative securities class action brought against a medical devices company (the “Company”), its CEO, and certain other of its officers. Glazing Emps. & Glaziers Union Local #27 Pension and Ret. Fund v. iRhythm Techs., Inc., et al., No. 24-cv-706 (N.D. Cal. June 3, 2025).

On June 10, 2025, the United States Court of Appeals for the Ninth Circuit reinstated a putative class action asserting claims under the Securities Act of 1933 against a real estate syndicator, one of its executives, and investment funds managed by the syndicator.  Pino v. Cardone Cap., LLC, —F.4th—, 2025 WL 1642422 (9th Cir. 2025).

On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a controlling shareholder’s sales of an issuer’s common stock cannot be matched with the issuer’s repurchases of its common stock for purposes of Section 16(b) of the Securities Exchange Act (“Exchange Act”).  Roth v. LAL Family Corp., et al., No. 24-2464 (2d. Cir. 2025); Roth v. Patrick Drahi, et al., No. 24-2761 (2d Cir. 2025).  

On May 21, 2025, Judge Karin J. Immergut of the United States District Court for the District of Oregon granted a motion to dismiss a proposed securities fraud class action against a nuclear energy company (the “Company”) and certain of its officers (the “Individual Defendants”) asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act (the “Exchange Act”) and Rule 10b-5.  Sigman v. NuScale Power Corp., et al., Nos. 3:23-cv-01689-IM, 3:23-cv-1956-IM (D. Ore. May 21, 2025).  

On May 19, 2025, Judge Edward J. Davila of the United States District Court for the Northern District of California dismissed without prejudice a proposed securities fraud class action asserting claims against a social networking platform (the “Company”), certain of its executives, and the sponsor of a special purpose acquisition company (“SPAC”) with which the Company merged under Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 10b-5 and 14a-9. Hollingsworth v. Nextdoor Holdings, Inc. et al., No. 5:24-cv-01213-EJD (N.D. Cal. May 19, 2025).  

On May 20, 2025, the New York Court of Appeals affirmed the dismissal of a derivative action asserting claims for breach of fiduciary duty against officers and directors of a corporation incorporated under the laws of England and Wales.  Ezrasons, Inc. v. Rudd, —N.Y.3d—, 2025 WL 1436000 (May 20, 2025). 

On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and directors, and the underwriters to the Company’s IPO.  Stephens v. Maplebear Inc. (d/b/a Instacart), et al., No. 5:24-cv-00465-EJD (N.D. Cal. May 9, 2025). 

On April 28, 2025, Judge Edward M. Chen of the United States District Court for the Northern District of California dismissed a putative securities fraud class action asserting claims against a solar panel manufacturer (the “Company”) and several of its executives under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. Menon v. Maxeon Solar Techs., Ltd., et al., No. 24-cv-03869-EMC (N.D. Cal. Apr. 28, 2025).

On May 5, 2025, Judge Yvonne Gonzalez Rogers of the United States District Court for the Northern District of California granted a motion to dismiss a proposed class action asserting claims against a biopharmaceutical company (the “Company”) and certain of its officers (the “Individual Defendants”) under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5.  Klobus v. Akero Therapeutics, Inc., No. 4:24-cv-02534-YGR (N.D. Cal. May 5, 2025).  

On April 11, 2025, a cryptocurrency platform (the “Company”) moved to certify for interlocutory appeal the September 5, 2024 decision by Judge Brian R. Martinotti of the United States District Court for the District of New Jersey, granting in part and denying in part the Company’s motion to dismiss.  In re Coinbase Global, Inc. Sec. Litig., Civ. No. 2:22-cv-4915-BRM-LDW (D.N.J.).  

On April 23, 2025, the Fourth Appellate District Court of Appeal of the State of California affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against an electric vehicle company and the underwriters of its IPO.  Bullock v. Rivian Auto., Inc., 2025 WL 1177303 (Cal. App. 4th Dist. Apr. 23, 2025).  

On April 18, 2025, Judge André Birotte Jr. of the Central District of California granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, against a healthcare technology company (the “Company”) and certain of its officers (the “Individual Defendants”).  Barsuli v. GoodRx Holdings, Inc., No. 2:24-cv-3282-AB (C.D. Cal. Apr. 18, 2025).

On April 4, 2025, Judge Gordon P. Gallagher of the United States District Court for the District of Colorado dismissed with prejudice a putative class action asserting claims under the Securities Act of 1933 and the Securities Exchange Act of 1934 against a software company and certain of its executives.  Cupat v. Palantir Techs., Inc., No. No. 22-cv-02384, slip op. (D. Colo. Apr. 4, 2025), ECF No. 123

On April 11, 2025, Judge Brian M. Cogan of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) against a security products company (the “Company”) and certain of its officers and directors (the “Individual Defendants”), and violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”) against the Company, the Individual Defendants, and certain of the underwriters (the “Underwriter Defendants”) of the Company’s secondary public offering (the “SPO”).  Zornberg v. Napco Sec. Techs., Inc., No. 23-cv-6465-BMC (E.D.N.Y. Apr. 11, 2025).

On April 10, 2025, Judge Charles R. Breyer of the United States District Court for the Northern District of California granted a motion for summary judgment in favor of a software company (the “Company”) in a purported class action alleging that the Company violated Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”).  Sundaram v. Freshworks Inc., No. 22-cv-06750-CRB, 2025 WL 1083168 (N.D. Cal. Apr. 10, 2025).  

On April 8, 2025, the United States Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to amend a class action complaint against a quantum computing company (the “Company”) and the special purpose acquisition company (“SPAC”) that acquired it alleging violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5.  DeFeo et al. v. IonQ, Inc., No. 24-1709 (4th Cir. Apr. 8, 2025). 

On March 31, 2025, Judge Arun Subramanian of the United States District Court for the Southern District of New York denied a motion to dismiss a putative securities class action against a cosmetics company (the “Company”), its former CEO, and its CFO, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  In re The Estée Lauder Co., Inc., 23-cv-10669 (S.D.N.Y. Mar. 31, 2025).  The Court held that plaintiffs sufficiently pled that defendants knowingly made misleading statements and omissions regarding the Company’s reliance on “gray market” sales of its products in Asia.  

On March 27, 2025, Judge John G. Koeltl of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action asserting claims against a software company and certain of its officers (the “Individual Defendants”) under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  In re Adobe Inc., No. 23-cv-9260 (S.D.N.Y. Mar. 27, 2025).

On March 24, 2025, Judge Rita F. Lin of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action against a technology company (the “Company”) and certain of its officers.  Ami-Government Emps. Provident Fund Mgmt. Co. LTD., et al., v. Alphabet Inc., et al., No. 23-cv-01186-RFL (N.D. Cal. March 24, 2025).  

On March 20, 2025, Judge Gordon P. Gallagher of the United States District Court for the District of Colorado granted a motion to dismiss a proposed securities class action asserting claims against a satellite technology company (the “Company”) and certain of its executives (together, “defendants”) under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5.  Lingam, et al. v. Dish Network Corp., et al., No. 23-cv-00734-GPG-KAS (D. Colo. Mar. 20, 2025). 

On March 19, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York dismissed with prejudice a putative class action asserting claims under the Securities Exchange Act of 1934 against a technology company and certain of its officers.  Damri v. LivePerson, Inc., 2025 WL 863322 (S.D.N.Y. March 19, 2025).  Plaintiff alleged that defendants made misrepresentations concerning various aspects of the company’s performance.  The Court held that plaintiff failed to adequately allege any actionable misstatement or omission and failed to adequately plead scienter.

On March 19, 2025, Judge Charles E. Fleming of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 and the Securities Act of 1933 against a medical services company, certain of its executives, the underwriters in its initial and secondary public offerings, and certain private equity firms alleged to have sold stock in those offerings.  

On March 14, 2025, Judge John P. Cronan of the United States District Court for the Southern District of New York granted summary judgment in favor of defendants in an action brought under Section 16(b) of the Securities Exchange Act against a broker-dealer and its CEO.  Clarus Corp. v. HAP Trading, LLC, —F. Supp. 3d—, 2025 WL 833453 (S.D.N.Y. 2025).  Plaintiff Clarus Corporation (“Clarus”) alleged that defendants’ so-called “packaged trades” for Clarus securities generated insider short‑swing profits in violation of Section 16(b) of the Exchange Act.  Addressing a question of first impression, the Court held that the transactions at issue fell within the exception in Section 16(d) for purchases and sales of securities incident to a dealer’s involvement in over-the-counter (“OTC”) market making.

On March 7, 2025, Judge John P. Cronan of the Southern District of New York granted a motion for judgment on the pleadings in a putative class action asserting claims under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) against a Chinese software company (the “Company”) and certain of its directors, officers, and underwriters.  Lian v. Tuya Inc., et al., 22-cv-6792 (JPC) (S.D.N.Y. Mar. 7, 2025).  

On February 7, 2025, Judge Brett H. Ludwig of the United States District Court for the Eastern District of Wisconsin dismissed a putative class action alleging that an energy product sales company (the “Company”) and its chief executive officer and chief financial officer (the “Officer Defendants”) violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5.City Pension Fund for Firefighters & Police Officers in the City of Tampa Bay v. Generac Holdings, 22-cv-1436-bhl (E.D. Wis. Feb. 7, 2025).According to plaintiffs, defendants allegedly failed to disclose negative trends regarding the decrease in demand of the Company’s products post-pandemic as well as defects and risks with its solar energy products.The Court dismissed the complaint for failure to plausibly allege falsity, scienter, and materiality, noting that the pleading was “heavy in sheer number of its allegations and in its conclusory allegations of fraud” but “light on specific plausible factual allegations” supporting plaintiffs’ claims.

The United States Court of Appeals for the Ninth Circuit, on remand from the United States Supreme Court, unanimously reversed the district court’s denial of a technology company’s (the “Company”) motion to dismiss claims brought under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”).  Pirani v. Slack Techs., Inc., No. 20-16419 (9th Cir. Feb. 10, 2025).  The case turned on whether plaintiff sufficiently pleaded that he had standing to bring Securities Act claims in respect of a direct listing in which shares registered under an allegedly misleading registration statement were made available in the market alongside unregistered shares.  The Supreme Court, in a decision covered here, held that Section 11 requires plaintiffs to plead that they purchased securities traceable to the at-issue registration statement but did not address whether the complaint satisfied that requirement.  The Supreme Court also declined to address whether the complaint sufficiently alleged standing to pursue a claim under Section 12(a)(2).  We previously covered the Ninth Circuit’s now-vacated decision, the Supreme Court’s grant of the petition for certiorari to review the Ninth Circuit’s decision, and the parties’ oral argument before the Supreme Court.

On February 7, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings in a putative class action against a cryptocurrency exchange company (the “Company”), its parent, and the parent’s CEO for alleged violations of Sections 12 and 15 of the Securities Act of 1933 (the “Securities Act”), Section 29(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and securities laws of California, Florida, and New Jersey.  Underwood v. Coinbase Glob., Inc., No. 21 Civ. 8353 (PAE) (S.D.N.Y. Feb. 7, 2025).  

On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) against an exercise equipment company (the “Company”) and certain of its officers and directors (the “Individual Defendants”).  Jia Tian, et al. v. Peloton Interactive, Inc., et al., 23-cv-4279-MKB (E.D.N.Y. Feb. 14, 2025).  Plaintiffs alleged that defendants made material misstatements and omissions regarding the safety of the Company’s products.  The Court granted defendants’ motion to dismiss with leave to amend, holding that plaintiffs failed to sufficiently allege any materially misleading statements or omissions, or scienter.

On February 27, 2025, Judge Lewis A. Kaplan of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under the Securities Act of 1933 against a railroad company, certain of its officers and directors, and the underwriters of senior notes the company issued.  In re Norfolk Southern Corp. Bond/Note Sec. Litig., 2025 WL 641089 (S.D.N.Y. Feb. 27, 2025).  Plaintiffs alleged that offering materials for the notes contained misrepresentations relating to:  (i) improving safety; (ii) the company’s financial and operational metrics; and (iii) the company’s implementation strategy to reduce operation expenses and increase efficiencies, as allegedly revealed following a train derailment which received widespread media attention.  The Court held that plaintiffs failed to sufficiently allege any actionable false or misleading statements.

On February 26, 2025, the United States Court of Appeals for the Second Circuit affirmed the dismissal of federal securities claims against the developers of a decentralized cryptocurrency exchange and the exchange’s venture capital investors.  Risley v. Universal Navigation Inc., 2025 WL 615185 (2d Cir. Feb. 26, 2025).  As discussed in our prior post, plaintiffs alleged that defendants were aware of the trading of allegedly fraudulent “scam tokens” on the exchange but ignored those “scam tokens” to profit from transaction fees, and further alleged that the “scam tokens” constituted unregistered securities.  

On February 25, 2025, Judge Jennifer L. Rochon of the United States District Court for the Southern District of New York granted in part and denied in part motions to dismiss amended complaints filed in a putative class action asserting claims under Sections 10(b) and 14(a) of the Securities Exchange Act against a special purpose acquisition company (“SPAC”), its former CEO, and former officers of the target company, an online lottery-sales company (the “Company”), as well as an individual action consolidated with the putative class action and asserting similar claims. In re Lottery.com, Inc. Sec. Litig., No. 1:22-cv-07111 (JLR) (S.D.N.Y. Feb. 25, 2025).