The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 02 Aug 2026 11:30:42 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png F-Squared Claim Rejected – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 F-Squared Claim Rejected https://corpgov.law.harvard.edu/2010/04/10/f-squared-claim-rejected/?utm_source=rss&utm_medium=rss&utm_campaign=f-squared-claim-rejected https://corpgov.law.harvard.edu/2010/04/10/f-squared-claim-rejected/#comments Sat, 10 Apr 2010 15:16:26 +0000 http://blogs.law.harvard.edu/corpgov/?p=8282?d=20150120102910EST Posted by Warren Stern, Wachtell, Lipton, Rosen & Katz, on Saturday, April 10, 2010
Editor's Note:

Warren Stern is Of Counsel at Wachtell, Lipton, Rosen & Katz, where he concentrates on corporate and securities litigation. This post is based on a Wachtell Lipton firm memorandum by Mr. Stern, George T. Conway III and Jonathan E. Goldin.

The United States District Court for the Southern District of New York has strongly reaffirmed limitations on the extraterritorial application of U.S. securities laws, concluding that U.S. investors who buy shares in foreign companies on foreign exchanges may not be able to invoke Rule 10b-5 to redress alleged frauds that principally occurred overseas.

In In re European Aeronautic Defence & Space Company Securities Litigation, No. 08 Civ. 5389 (S.D.N.Y. March 26, 2010), the court dismissed an action brought by an American pension fund on behalf of U.S. purchasers of shares of a European aerospace company. The pension fund alleged that the company’s disclosures with respect to the delivery schedule for a major aircraft violated Rule 10b-5. The purchases were made on European exchanges.

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