Securities Law Alert
In This Edition:• Second Circuit: Gifting Confidential Information With an Intent to Benefit the Tippee Satisfies Dirks’Personal Benefit Requirement, Even If the Tipper Does Not Have a Relationship With the Tippee• Ninth Circuit: Morrison Does Not Preclude Section 10(b) Claims Concerning Domestic Transactions in
Unsponsored ADRs
• Delaware Supreme Court: Corwin’s Cleansing Rule Is Inapplicable If the Disclosures Omitted
Material Facts That a Reasonable Stockholder Would Likely Have Considered Important in Deciding
How to Vote
July 2018

Second Circuit: Gifting
Confidential Information With
an Intent to Benefit the Tippee
Satisfies Dirks’ Personal
Benefit Requirement, Even If
the Tipper Does Not Have a
Relationship With the Tippee
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On June 25, 2018, the Second Circuit heldthat Dirks’ personal benefit requirement1
can be satisfied with evidence that the tipper
gifted confidential information with an intent
to benefit the tippee, even in the absence ofevidence of a personal relationship between
the tipper and the tippee. U.S. v. Martoma,
894 F.3d 64 (2d Cir. 2018) (Katzmann, J.)(Martoma II).2
1. In Dirks v. S.E.C., 463 U.S. 646 (1983), the Supreme Court
held that the “test” for tippee liability is “whether the insider[the tipper] personally will benefit, directly or indirectly, fromhis disclosure.” The Court noted that “[t]here are objective
facts and circumstances that often justify [ ] an inference”
of a personal benefit. The Court offered the examples of“a relationship between the insider and the recipient thatsuggests a quid pro quo from the latter, or an intention tobenefit the particular recipient.” The Court stated that “[t]heelements of fiduciary duty and exploitation of nonpublic
information also exist when an insider makes a gift ofconfidential information to a trading relative or friend.”
2. Please click here to read our discussion of the Newman
decision.

Simpson Thacher & Bartlett LLP

Background
In U.S. v. Newman, 773 F.3d 438 (2d Cir.
2014), the Second Circuit addressed thequestion of when “a personal benefit may
be inferred from a personal relationshipbetween the tipper and tippee, where thetippee’s trades resemble trading by the insider
himself followed by a gift of the profits to therecipient.” The Newman court held that “suchan inference is impermissible in the absenceof proof of a meaningfully close personal
relationship that generates an exchange thatis objective, consequential, and represents
at least a potential gain of a pecuniary orsimilarly valuable nature.”
Not long afterwards, the Supreme Court inSalman v. U.S., 137 S.Ct. 420 (2016), heldthat Dirks’ personal benefit requirement issatisfied whenever a tipper makes a gift ofconfidential information to a trading relativeor friend, even if there is no tangible benefit
to the tipper.3 The Salman Court explainedthat “[i]n such situations, the tipper benefits
personally because giving a gift of trading
information is the same thing as trading by
the tipper followed by a gift of the proceeds.”
The Salman Court specifically found
3. Please click here to read our discussion of the Supreme Court’s
decision in Salman.

Newman’s requirement that the tipper also
“receive something of a ‘pecuniary or similarly
valuable nature’ in exchange for a gift tofamily or friends . . . inconsistent with Dirks.”

Newman’s “Meaningfully Close
Personal Relationship” Test
Remains Good Law After Salman
Last year, in U.S. v. Martoma, 869 F.3d 58(2d Cir. 2017) (Katzmann, J.) (MartomaI), the Second Circuit found that “Salmanfundamentally altered the analysis underlying
Newman’s ‘meaningfully close personal
relationship’ requirement such that [it] is nolonger good law.”4 On reconsideration, theSecond Circuit in Martoma II determinedthat it was not necessary to address whether“Newman’s gloss on the gift theory is
inconsistent with Salman.” The Martoma
II court reasoned that “there are many ways
to establish a personal benefit” within themeaning of Dirks.
The Martoma II court then considered
the contours of Newman’s “meaningfully
close personal relationship” test. The court
explained that “[t]he term . . . is new to
our insider trading jurisprudence, and,viewed in isolation, it might admit multiple
interpretations.” But the Martoma II court
found that “Newman provided substantial
guidance” because “[i]mmediately after
introducing the ‘meaningfully close personal
relationship’ concept, Newman held that it‘requires evidence of a relationship between
the insider and the recipient that suggests aquid pro quo from the latter, or an intention
to benefit [the latter].’” Based on thislanguage, which originates from Dirks, theMartoma II court determined that “Newman
cabined the gift theory using two otherfreestanding personal benefits that have long
been recognized by our case law.”
4. Please click here to read our discussion of the Second Circuit’s
decision in Martoma I.

An Intent to Benefit the Tippee,
Standing Alone, Is Sufficient
to Satisfy the Personal
Benefit Requirement
Significantly, the Martoma II court foundthat an “intent to benefit [the tippee] is astandalone personal benefit under Dirks,”even without evidence of a relationshipbetween the tipper and the tippee. The court
determined that the “key sentence” in Dirks(which was quoted in Newman) should beread as stating, “there may be a relationshipbetween the insider and the recipient thatsuggests a quid pro quo from the latter, or
there may be an intention to benefit theparticular recipient.”5 The Martoma II court
found this interpretation “more consonantwith Dirks as a whole.” The court reasoned
that Dirks’ “personal benefit requirement
is designed to test the propriety of the
tipper’s purpose.” “Because the existenceof a breach depends in large part on the
purpose of the disclosure,” the Martoma
II court explained that “it makes perfectsense to permit the government to prove a
personal benefit with objective evidence ofthe tipper’s intent, without requiring in every
case some additional evidence of the tippertippee relationship.”
The Martoma II court offered the example ofa tipper who “discloses inside information toa perfect stranger and says, in effect, you canmake a lot of money by trading on this.” Thecourt stated that “[t]he tipper’s intention tobenefit the tippee proves a breach of fiduciary
duty because it demonstrates that the tipper
improperly used inside information for
personal ends and thus lacked a legitimate
corporate purpose.” The court emphasizedthat this “is precisely what, under Dirks, thepersonal benefit element is designed to test.”

Judge Pooler, Dissenting, Expresses
Her View That an Intent to Benefit
the Tippee Cannot Alone Satisfy the
Personal Benefit Requirement
In a dissenting opinion, Judge Pooler statedthat she found no basis in the language ofDirks or Second Circuit precedent to allow
the government to satisfy the personal
5. The Martoma II court found the Second Circuit had
previously adopted this same reading of Dirks in U.S. v.
Warde, 151 F.3d 42 (2d Cir. 1998). There, the Second Circuit
stated that “[t]he ‘benefit’ element of § 10(b) is satisfied when
the tipper ‘intends to benefit the . . . recipient’ or ‘makes a giftof confidential information to a trading relative or friend.’”2

benefit requirement solely with evidenceof the tipper’s intent to benefit the tippee,
absent any evidence of a relationship between
the two. She explained, “[e]ven assuming
arguendo that there was any ambiguity on the
topic in our precedents, Newman removed itby requiring a ‘meaningfully close personal
relationship’ in order to prove personal
benefit via the gift theory.” She expressed
her view that “[w]ithout objective evidenceof such a relationship, . . . the inference thata gratuitous tip functioned as a gift will not
be available.”
Judge Pooler emphasized that “[m]aking theinquiry into ‘whether the insider receives
a direct or indirect personal benefit’ by
disclosing confidential information ‘requires
courts to focus on objective criteria.’” Id.
(quoting Dirks, 463 U.S. 646). But underthe majority rule, “[t]he only objective facts
the government would have to prove would
be the communication of material nonpublic information. All of the protections of
the personal benefit rule—a clear guide for
conduct, preventing liability for slip ups andother innocent disclosures—would erode.”Ninth Circuit: Morrison Does
Not Preclude Section 10(b)Claims Concerning Domestic
Transactions in Unsponsored
ADRs
On July 17, 2018, the Ninth Circuit foundthe district court “misapplied” Morrison
v. National Australia Bank, 561 U.S. 247(2010), in holding that Section 10(b) does
not reach securities fraud claims involving
domestic transactions in unsponsoredAmerican Depositary Receipts and Shares(“ADRs”).6 Stoyas v. Toshiba Corp., 2018
WL 3431764 (9th Cir. 2018) (Wardlaw, J.).
The Ninth Circuit emphasized that underMorrison, courts must “examine the locationof the transaction[;] it does not matterthat a foreign entity was not engaged in
the transaction.”

Background
In Morrison, 561 U.S. 247, the Supreme
Court held that Section 10(b) applies onlyto (1) “transactions in securities listed on
domestic exchanges,” and (2) “domestictransactions in other securities.” The
district court found Morrison’s first prong
inapplicable because the unsponsored ADRs
at issue were traded on an over-the-countermarket, rather than a “domestic exchange.”
Stoyas v. Toshiba Corp., 191 F. Supp. 3d 1080
(C.D. Cal. 2016).
As to Morrison’s second prong, the district
court acknowledged that the transactions“occurred domestically” because the ADRs
were “both sold and purchased in the UnitedStates.” The court nevertheless found Section
10(b) did not govern the transactions because
the foreign issuer did not sponsor the ADRs
at issue. The court noted that “nowherein Morrison did the Court state that U.S.
securities laws could be applied to a foreigncompany that only listed its securities on
foreign exchanges but whose stocks arepurchased by an American depositary bankon a foreign exchange and then resold as adifferent kind of security (an ADR) in the
United States.” The court reasoned that“[p]laintiffs’ proffered understanding would
create essentially limitless reach of § 10(b)claims because even if the foreign defendant
attempted to keep its securities from being
sold in the United States, the independentactions of depositary banks selling on[over-the-counter] markets could create
liability.” The court found such a result would
be “inconsistent with the spirit and law of
Morrison.” Plaintiffs appealed.

6. “An ADR is a receipt that is issued by a depositary bankthat represents a specified amount of a foreign security thathas been deposited with a foreign branch or agent of thedepositary, known as the custodian. . . . An unsponsored
ADR is established with little or no involvement of the issuerof the underlying security. A sponsored ADR, in contrast, isestablished with the active participation of the issuer of theunderlying security.” Stoyas v. Toshiba Corp., 191. F. Supp. 3d1080 (C.D. Cal. 2016).
3

Adopting the Absolute Activist
Test, Ninth Circuit Finds Domestic
Trades in Unsponsored ADRs
Constitute “Domestic Transactions”
Under Morrison’s Second Prong
As an initial matter, the Ninth Circuit foundthe Exchange Act applies to ADRs because“the economic reality of [ ] ADRs is closely
akin to stock” and thus, “ADRs fit comfortably
within the Exchange Act’s definition of‘security.’” The Ninth Circuit also agreed withthe district court’s determination that thetransactions did not satisfy Morrison’s firstprong because “[t]he over-the-counter market
on which [the unsponsored ADRs at issue]
trade is simply not an ‘exchange’ under the
Exchange Act.”7
The Ninth Circuit then considered theapplication of Morrison’s second prong
under the irrevocable liability test set forth in
Absolute Activist Master Fund Ltd. v. Ficeto,677 F.3d 60 (2d Cir. 2012), which the Ninth
Circuit adopted.8 The Absolute Activist court
held that plaintiffs may plead a “domestictransaction” by alleging facts demonstrating“that the purchaser incurred irrevocableliability within the United States to take andpay for a security, or that the seller incurred
irrevocable liability within the United States
to deliver a security.” Alternatively, plaintiffs
may allege that title was transferred within
the United States. In the case before it, theNinth Circuit found plaintiffs “could almost
certainly allege sufficient facts” to satisfy theirrevocable liability test because the ADRs
were traded in the United States by UnitedStates entities.

A Foreign Issuer’s Involvement
in a Domestic Transaction Is
Irrelevant for Purposes of theMorrison Analysis
Defendant did not challenge the domestic
nature of the ADR transactions. Rather,
defendant contended that Morrison precludes
plaintiffs’ claims because plaintiffs did notallege that defendant had “any connection”
to the transactions. Rejecting this argument,
the Ninth Circuit found that a foreign issuer’s
7. The Ninth Circuit noted that OTC Link, the over-the-countermarket on which the unsponsored ADRs at issue trade, “isseparately regulated by the [SEC] and is specifically exempt
from the Exchange Act’s definition of ‘exchange.’”
8. Please click here to read our discussion of the Second Circuit’s
decision in Absolute Activist.

level of involvement has no bearing on thelocation of a securities transaction—whichis the focus of the Morrison analysis. The
Ninth Circuit explained that in order “[f]orthe Exchange Act to apply, there must be adomestic transaction.” The possibility that aforeign issuer “may ultimately be found notliable for causing the loss in value to the ADRs
does not mean that the Act is inapplicable tothe transactions.”
The Ninth Circuit was also unpersuaded bydefendant’s contention that “applying the
Exchange Act to . . . unsponsored ADRs would
undermine Morrison’s animating comity
concerns.” The Ninth Circuit reasoned that
this “is not a basis for declining to follow the[Morrison] Court’s clear instructions,” even
if “the Morrison test in some cases will resultin the Exchange Act’s application to claims ofmanipulation of share value from afar.”Ninth Circuit Declines to Follow
the Second Circuit’s Decisionin Parkcentral
The Ninth Circuit expressly disagreed with
the Second Circuit’s holding in Parkcentral
Global Hub v. Porsche Automobile Holdings,
763 F.3d 198 (2d Cir. 2014), that “a domestictransaction is necessary but not necessarily
sufficient to make § 10(b) applicable.”9 The
Ninth Circuit found Parkcentral’s approach“contrary to Section 10(b) and Morrison
itself” because it “carves out ‘predominantly
foreign’ securities fraud claims from
Section 10(b)’s ambit, disregarding Section
10(b)’s text.” The Ninth Circuit stated that“Parkcentral’s test for whether a claim isforeign is an open-ended, under-defined
multi-factor test, akin to the vague andunpredictable tests that Morrison criticizedand endeavored to replace with a clear,administrable rule.”10 Finally, the Ninth
Circuit concluded that “Parkcentral’s analysis
relies heavily on the foreign location of theallegedly deceptive conduct, which Morrison
held to be irrelevant to the Exchange Act’s
9. Please click here to read our discussion of the Parkcentral
decision.
10. The Parkcentral court stated that it did “not purport toproffer a test that will reliably determine when a particular
invocation of § 10(b) will be deemed appropriately domestic or
impermissibly extraterritorial.” The Parkcentral court further
stated that “courts must carefully make their way with carefulattention to the facts of each case and to combinations of facts
that have proved determinative in prior cases, so as eventually
to develop a reasonable and consistent governing body of law
on this elusive question.”
4

applicability, given Section 10(b)’s exclusive
focus on transactions.”11

Section 10(b)’s “in Connection
With” Requirement Could
Potentially Preclude Claims
Involving Unsponsored ADRs
The Ninth Circuit made it clear that while“Morrison delineates the transactions towhich the Exchange Act can theoretically
apply without being impermissibly
extraterritorial,” satisfying the Morrison test
is “not sufficient to state an Exchange Act
claim.”
To survive dismissal, plaintiffs asserting a
Section 10(b) claim must plead “a connection
between the misrepresentation or omission
and the purchase or sale of a security.” The
Ninth Circuit stated that “for fraud to be‘in connection with the purchase or sale ofany security,’ it must ‘touch’ the sale—i.e.,
it must be done to induce the purchase atissue.” The Ninth Circuit found the complaint“falls short” of meeting this standard,and suggested that plaintiffs may need toallege facts concerning the foreign issuer’s
involvement in the ADRs to satisfy the “inconnection with” requirement.12

11. The Ninth Circuit also explained that Parkcentral was
factually “distinguishable on many grounds.” For instance,
the court noted that Parkcentral concerned “entirely private”
securities-based swap agreements which are “[u]nlike ADRs”
because they “do not constitute investments in the company
on whose securities they are based nor do they confer any
ownership interest in those reference securities.”
12. The Ninth Circuit noted that “before the district court
and on appeal, [plaintiffs] argued that ‘it is likely that [theforeign issuer] was indeed involved in the establishment’ of
the ADRs . . . However, none of these facts is alleged in the[complaint].” The Ninth Circuit remanded the action to allow
plaintiffs an opportunity to amend their complaint.

Delaware Supreme Court:
Corwin’s Cleansing Rule Is
Inapplicable If the Disclosures
Omitted Material Facts Thata Reasonable Stockholder
Would Have Considered
Important in Deciding How to
Vote
On July 9, 2018, the Delaware Supreme Court
reversed dismissal of a shareholder classaction challenging a take-private transaction
on the grounds that the disclosures omitted
material information concerning a sideagreement between the company’s founder
and the acquiror. Morrison v. Berry, 2018
WL 3339992 (Del. 2018) (Valihura, J.)(Berry II). The Delaware Supreme Court
held that “partial and elliptical disclosures
cannot facilitate the protection of the businessjudgment rule under the Corwin doctrine,”
particularly in transactions involving the saleof the company.13

Background
Plaintiffs alleged that the company’s founderand his son, who together owned 9.8%of the company’s shares, had teamed up
with the winning private equity bidder toacquire the company at a discount to fairmarket value pursuant to a tender offer.
Plaintiffs contended that the 14D-9 failed todisclose that the founder (1) made “serious
misrepresentations” to the board concerning
his agreement with the private equity firm toroll over his equity interest if the firm reacheda deal with the company; (2) indicated that hewould not engage in an equity rollover withany other potential buyer; and (3) suggested
that he would sell his shares if the company
remained public. Plaintiffs further claimed
that the 14D-9 failed to disclose that the board
had formed a committee to consider strategic
options not just because of the potential for
13. In Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del.
2015), the Delaware Supreme Court held that the businessjudgment rule is “the appropriate standard of review for a
post-closing damages action when a merger that is not subject
to the entire fairness standard of review has been approvedby a fully informed, uncoerced majority of the disinterested
stockholders.” The Corwin doctrine applies with equal force
in the tender offer context. See In re Volcano Corp. S’holder
Litig., 143 A.3d 727 (Del. Ch. 2016). Please click here to readour discussion of the Delaware Supreme Court’s decisionin Corwin and here to read our discussion of the Delaware
Chancery Court’s decision in Volcano.
5

activist stockholder pressure, but because “thedirectors were motivated by existing activist
pressure.”
The Delaware Chancery Court dismissed thecomplaint based on the Corwin cleansing
doctrine because a sizable majority of theoutstanding shares were tendered into themerger. Morrison v. Berry, 2017 WL 4317252(Del. Ch. Sept. 28, 2017). The court found thesuit “present[ed] an exemplary case of theutility of [Corwin’s] ratification doctrine.”
With respect to the alleged omissions, thecourt determined that the founder’s “threat[ ]to sell his shares on the market if a merger did
not close” was “[t]he only factual lacuna in thedisclosures that comes close to materiality.”
However, the court stated that it was “notclear . . . how this would have affected thetotal mix of information disclosed; certainly,
it would not have made investors less likely totender if they knew that a large blockholder—the founder—was considering a sale if the deal
was not consummated.”

Information May Be Material Even
If It Would Not Necessarily Have
Changed a Shareholder’s Vote
On appeal, the Delaware Supreme Court
found defendants failed to “meet their burden
for triggering application of the businessjudgment rule under Corwin.” Berry II,
2018 WL 3339992. The court explained thatthe key inquiry is “whether the stockholder
vote was fully informed—that is, whether
the [c]ompany’s disclosures apprised
stockholders of all material information anddid not materially mislead them.”

The Delaware Supreme Court stated that
“this materiality test does not require proofof a substantial likelihood that disclosureof the omitted fact would have caused thereasonable investor to change his vote,” asthe Chancery Court had suggested. Rather,“[o]mitted information is material if there
is a substantial likelihood that a reasonable
stockholder would have considered theomitted information important when
deciding whether to tender her shares or seek
appraisal.” The Delaware Supreme Court
explained that information may be material
if it “could make a stockholder less likely totender,” or if it is “the sort of informationthat would make a stockholder more likely
to tender.” Information may also be material
if it is something “a reasonable stockholder
would generally want to know in making thedecision, regardless of whether it actuallysways a stockholder one way or the other, asa single piece of information rarely drives astockholder’s vote.”
Here, the Delaware Supreme Court found
the Corwin doctrine inapplicable because
plaintiffs alleged “specific, material,
undisclosed facts that a reasonable
stockholder is substantially likely to haveconsidered important in deciding how tovote,” including “‘troubling facts regarding
director behavior.’” In so holding, the court
cautioned that “[c]areful application of
Corwin is important due to its potentiallycase-dispositive impact.” The court statedthat “stockholders cannot possibly protect
themselves when left to vote on an existential
question in the life of a corporation basedon materially incomplete or misleading
information.”

This edition of the
Securities Law Alert was edited by
Paul C. Gluckow
pgluckow@stblaw.com / +1-212-455-2653,
Deborah L. Stein
dstein@stblaw.com / +1-310-407-7525,
George S. Wang
gwang@stblaw.com / +1-212-455-2228,
and Jonathan K. Youngwood
jyoungwood@stblaw.com /+1-212-455-3539.

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