Securities Litigation & Regulatory Enforcement

Toshiba Corporation

White & Case won a major victory for Japanese technology conglomerate Toshiba Corporation, defeating class-action claims under Sections 10(b) and 20(a) of the US Exchange Act, and under Japanese securities law. On an issue of first impression, the US District Court for the Central District of California and the US Court of Appeals for the Ninth Circuit agreed with Toshiba's novel argument that, in this case, the Exchange Act did not cover the named plaintiff's purchase of newly issued, unsponsored American Depositary Receipts (ADRs) (referencing Toshiba common stock), although they were ordered through the US over-the-counter market. The Ninth Circuit also affirmed dismissal of the Japanese-law claims brought by purchasers of Toshiba stock in Japan. The dismissals on summary judgment followed the district court's earlier, relatively rare denial of class certification.

Warner Bros. Discovery

White & Case obtained a decisive victory for Warner Brothers Discovery, Chief Executive Officer David Zaslav and senior executives in a closely watched securities fraud action arising from the company's loss of long-standing NBA media rights. In a comprehensive ruling, the court granted defendants' motion to dismiss with prejudice—terminating the case at the pleading stage—and denied plaintiffs any further opportunity to amend. The decision marks a significant victory not only for WBD, but for public companies navigating high-stakes commercial negotiations under intense market and media scrutiny. The ruling underscores that federal securities laws do not convert business setbacks—even those involving marquee assets like premium sports rights—into viable fraud claims.

Honda Motor Co., Ltd.

White & Case represented Honda and its US subsidiary in a securities fraud class action lawsuit relating to alleged misstatements about a purportedly defective "Idle Stop" feature. We negotiated an early dismissal of Honda's executives and then successfully moved to dismiss the plaintiffs' first amended class action complaint. After the plaintiffs filed a second amended complaint, we successfully moved to dismiss again. The court accepted our arguments and denied the plaintiffs leave to file any further amendments, resulting in a dismissal with prejudice.

Elanco Animal Health

White & Case secured a complete victory on behalf of Elanco Animal Health Inc. and senior executives in a putative federal securities class action challenging Elanco's public statements regarding FDA approval and the commercial prospects of Zenrelia, its canine dermatology drug, including alleged omissions relating to a vaccine response study submitted to the FDA. In a detailed opinion, the court held that the challenged statements were not actionable under the federal securities laws, including because they were protected forward-looking statements or inactionable corporate optimism, and that plaintiffs failed to adequately plead scienter under the heightened standards of the Private Securities Litigation Reform Act.

FAST Acquisition Corp.

White & Case represented FAST, a special purpose acquisition company, and its directors in a number of class action lawsuits alleging breaches of fiduciary duty and related claims based on the board's decision to redeem the FAST Class A common stock in accordance with the terms set forth in the FAST certificate of incorporation and then dividend the remaining cash that was received from a counter-party following the termination of a merger agreement to the holders of FAST Class B common stock, which was held, in part, by the sponsor. After consolidating the cases in a single forum, obtaining the dismissal of key claims and defeating motions for injunctive relief and to expedite, we achieved a settlement on terms favorable to our client.

Iberdrola, S.A.

We secured the dismissal of all claims asserted against Iberdrola, S.A. brought by former stockholders of Avangrid in the Commercial Division of the New York Supreme Court arising from Iberdrola's take-private acquisition pursuant to which Iberdrola acquired the remaining 18.4 percent of shares of Avangrid that it did not already own. Following the acquisition, plaintiffs brought breach of fiduciary duty claims against Iberdrola (the controlling stockholder) and the directors of Avangrid, and aiding and abetting breach of fiduciary duty claims against the financial advisor to a special committee of Avangrid directors in a rare case arising from Iberdrola's US$2.5 billion controller buyout of Avangrid, a publicly traded New York corporation. The ruling represents a significant victory for our client, as it was only the second time a New York court applied the framework set forth in In re Kenneth Cole to a controller buyout of a publicly traded corporation, and it is by far the largest such transaction ever evaluated under this framework.

Global Cord Blood Corporation

White & Case obtained complete dismissals for the independent directors of Global Cord Blood Corporation in a shareholder derivative suit brought in New York State Court, as well as a federal securities class action brought in the Southern District of New York. The underlying allegations in both suits stem from the attempted 2022 acquisition of a Delaware-incorporated biotechnology company that focuses on umbilical cord blood-derived cellular therapies. The decisions reaffirm the high bar for pleading scheme liability and control person claims against independent directors in federal securities litigation, while affirming that Cayman-law corporations may not be subjected to derivative suits in New York absent a recognized Foss exception.