Securities Law Alert
In This Edition:• Supreme Court: SEC May Seek Disgorgement in Civil Enforcement Proceedings Provided the Amount of
the Disgorgement Does Not Exceed Net Profits• Supreme Court: Participants in Defined Benefit Plans Lack Article III Standing to Bring an ERISA Action• Second Circuit: Knowledge of Employees Who Played No Role in the Alleged Misstatements Could Not Be
Imputed to the Corporation• Ninth Circuit: Allegations That Defendants Invested in and Touted a Product Despite Knowing the FDA
Would Inevitably Deny Approval Are “Implausible”• Southern District of New York: Syndicated Term Loan Notes Are Not “Securities”• New York Supreme Court: Plaintiffs Must Parse Out the Cause of Their Losses From Macroeconomic
EventsJune 2020

Supreme Court: SEC May
Seek Disgorgement in Civil
Enforcement Proceedings
Provided the Award Does Not
Exceed Net Profits“Recognized for its‘world class lawyering,’
Simpson Thacher &Bartlett LLP has a leading
litigation practice withwide-ranging capabilities.”– Legal 500

On June 22, 2020, in Liu v. SEC, 2020
WL 3405845 (2020) (Sotomayor, J.), theSupreme Court resolved the question it raised
but left open just a few years ago in Kokesh
v. SEC, 137 S. Ct. 1635 (2017): whether the
SEC is authorized to seek disgorgement infederal court proceedings. In an 8-1 decision,
the Court upheld but circumscribed the SEC’s
ability to seek disgorgement. Specifically,
the Court held that disgorgement constitutes
permissible “equitable relief” under 15 U.S.C.
§ 78u(d)(5), but only where disgorgement
is based on net profits and ordinarily where
disgorged funds are distributed to victims.
When the SEC brings enforcement actions
in federal court, it is authorized by statute

Simpson Thacher & Bartlett LLP

to seek a range of remedies, including “anyequitable relief that may be appropriate ornecessary for the benefit of investors.” In
Kokesh, the Court held that disgorgementof profits is a “penalty” for the purposes ofstatutes of limitations. However, the Kokesh
Court explained in a footnote that “[n]othing
in this opinion should be interpreted as an
opinion on whether courts possess authority
to order disgorgement in SEC enforcement
proceedings or on whether courts haveproperly applied disgorgement principles inthis context.”1 In Liu, on the heels of Kokesh,
the petitioners argued that disgorgement was
not an equitable remedy, and therefore, notwithin the statutory authorization.
Although the briefing in Liu focused on
the all-or-nothing question of whether the
SEC could seek (and courts have the power
to order) disgorgement in federal court
proceedings, the oral argument focusedinstead on what aspects of a disgorgement
1. Please click here to read our discussion of the Supreme Court’s
decision in Kokesh.

award might make it punitive instead ofequitable. The Justices asked petitioners’
counsel if the disgorgement in the casewould have been equitable if it were returned
to investors (instead of turned over tothe U.S. Treasury) and seemed focusedon how the SEC calculates disgorgement
awards, foreshadowing the focus of the
Court’s decision.
While petitioners argued that disgorgement
is not “equitable relief” within the meaningof § 78u(d)(5), the Court said: “Not so.”The Court held that a disgorgement award
is proper so long as it (1) does not exceed
the wrongdoer’s net profits, and (2) in theordinary case, is given to victims of thewrongdoing. The Court further questioned
the practice of imposing the disgorgement
remedy on a joint-and-several basis.

The Court observed that equity practicehas historically allowed courts to deprive
wrongdoers of ill-gotten gains and that these
remedies are equitable (instead of punitive)
so long as they are restricted to net profits andawarded to victims. In light of this history, theCourt held the SEC is well within its statutory
authority to seek disgorgement in civil suits.
The Court declined to extend Kokesh’s
conclusion that disgorgement is a penalty
beyond the statute of limitations context,
noting that “that decision has no bearing on
the SEC’s ability to conform future requests
for a defendant’s profits to the limits outlined
in common-law cases awarding a wrongdoer’s
net gains.” The Court did acknowledge threetrends in the SEC’s use of the disgorgement
remedy that might not comport with a
traditional equitable remedy.
First, the Court questioned the practiceof depositing disgorgement awards into
the U.S. Treasury, noting that § 78u(d)(5)authorizes equitable relief “for the benefit
of investors.” The Court explained that theequitable nature of the profits remedy would

ordinarily require the SEC to return profits
to wronged investors, not the Treasury. The
Court allowed that the SEC might be able tosend disgorgement awards to the Treasury
when it is not feasible to distribute funds tothe investors, but noted that this issue was
not before the Court.
Second, the Court expressed concern about
the SEC’s practice of seeking joint-and-several
liability for disgorgement awards, stating:“That practice could transform any equitableprofits-focused remedy into a penalty,”
especially if the SEC sought to disgorge fromone defendant profits earned by anotherdefendant. The Court explained that jointand-several liability might be appropriate incases of concerted wrongdoing and sharedprofits (e.g., by partners in a partnership),but that lower courts would have to assess thefacts in each case to see if equitable principles
permitted such an award.
Third, the Court explained that courts must
deduct legitimate business expenses fromdisgorgement awards. This shifts the focus
from gross profits to net profits. The Court
explained that courts should not deduct
illegitimate personal expenses, but that
ordinarily defendants should not be required
to disgorge funds they spent on business
expenses. The Court also acknowledgedthat in rare cases where the defendant’s
entire enterprise was fraudulent, then nobusiness expenses would be legitimate andgross profits would be the correct measureof disgorgement.
Justice Thomas dissented, writing that hewould hold that disgorgement is not an“equitable remedy” within the meaning of§ 78u(d)(5). In his view, “[d]isorgement is nota traditional equitable remedy” but is instead“a creation of the 20th century.”Supreme Court: Participantsin Defined Benefit Plans Lack
Article III Standing to Bringan ERISA Action
On June 1, 2020, the Supreme Court held thatparticipants in a defined-benefit plan lacked
Article III standing to assert ERISA claims
for alleged mismanagement of their plan.
Thole v. U.S. Bank, 2020 WL 2814294 (2020)(Kavanaugh, J.). The Court held that plaintiffs
2

had “no concrete stake in [their] lawsuit”
because even if they won, “they would still
receive the exact same monthly benefits
that they are already slated to receive, not apenny more.”
Plaintiffs alleged that defendants breachedtheir fiduciary duty of loyalty by investingplan assets in their own mutual funds
and collecting excessive management
fees. Plaintiffs did not allege that they had“sustained any monetary injury,” as they
had “received all of their monthly benefit
payments” under the plan.2 Plaintiffs’
primary theory of standing was that “an
ERISA defined-benefit plan participant
possesses an equitable or property interestin the plan, meaning in essence that injuries
to the plan are by definition injuries to theplan participants.” In plaintiffs’ view, “aplan fiduciary’s breach of a trust-law dutyof prudence or duty of loyalty itself harms
ERISA defined-benefit plan participants,
even if the participants themselves have notsuffered (and will not suffer) any monetarylosses.”The Court found “[t]he basic flaw in theplaintiffs’ trust-based theory of standing isthat the participants in a defined-benefit plan
are not similarly situated to the beneficiaries
of a private trust or to the participants ina defined-contribution plan.” The Court
noted that “[i]n the private trust context,
the value of the trust property and theultimate amount of money received by thebeneficiaries will typically depend on how
well the trust is managed, so every penny ofgain or loss is at the beneficiaries’ risk.” The
Court explained that “a defined-benefit planis more in the nature of a contract,” and theplan participants’ “benefits are fixed and will
not change, regardless of how well or poorly
the plan is managed.” The Court found it
particularly significant that “the employer,
not plan participants, receives any surplus
left over after all of the benefits are paid.” The
Court held that “plan participants possess noequitable or property interest in the plan,”and thus “[t]he trust law analogy . . . does
not support Article III standing for plaintiffs
who allege mismanagement of a definedbenefit plan.”

The Court also rejected plaintiffs’ contention
that “defined-benefit plan participants musthave standing to sue” because “if definedbenefit plan participants may not sue to target
perceived fiduciary misconduct, no one will
meaningfully regulate plan fiduciaries.” The
Court explained that “employers and theirshareholders often possess strong incentives
to root out fiduciary misconduct because theemployers are entitled to the plan surplus
and are often on the hook for plan shortfalls.”
Moreover, the Court pointed out that “[w]hen
a defined-benefit plan fails and is unable topay benefits to retirees, the federal Pension
Benefit Guaranty Corporation is required bylaw to pay the vested pension benefits of theretirees, often in full.” Consequently, “theDepartment of Labor has a substantial motive
to aggressively pursue fiduciary misconduct,
particularly to avoid the financial burden of
failed defined-benefit plans being backloaded
onto the Federal Government.”
In a dissenting opinion, Justice Sotomayor—
joined by Justices Ginsburg, Breyer andKagan—stated that “petitioners havealleged a concrete injury to support theirconstitutional standing to sue.” The dissent
opined that “petitioners have an interest in
their retirement plan’s financial integrity,
exactly like private trust beneficiaries havein protecting their trust.” The dissent argued
that “[p]recisely because petitioners have aninterest in payments from their trust fund,they have an interest in the integrity of theassets from which those payments come.” Thedissent also opined that “a breach of fiduciary
duty is a cognizable injury, regardless ofwhether that breached caused financial harmor increased a risk of nonpayment.”

2. The Court recognized that “plaintiffs’ complaint alleged thatthe plan was underfunded for a period of time,” but found the“complaint did not plausibly and clearly claim that the alleged
mismanagement of the plan substantially increased the riskthat the plan and the employer would fail and be unable to
pay the plaintiffs’ future pension benefits.” Thole, 2020 WL
2814294.
3

made the challenged misstatement.” Thecourt recognized that “[t]he scienter of theother officers or directors who were involvedin the dissemination of the fraud may also
be imputed to the corporation, even if they
themselves were not the actual speaker.” And“[i]n exceedingly rare instances, a statement
may be so dramatic that collective corporate
scienter may be inferred.”Second Circuit: Knowledgeof Employees Who Played
No Role in the Alleged
Misstatements Could Not Be
Imputed to the Corporation
On May 27, 2020, the Second Circuit affirmed
the denial of leave to amend a securities fraud
complaint alleging that a corporation mademisstatements concerning the quality of its
surgical gowns. Jackson v. Abernathy, 960
F.3d 94 (2d Cir. 2020) (per curiam). Although
the proposed amended complaint allegedthat “three employees knew of problems
with the [surgical] gown,” the complaint
did not specify “what role those employees
played in crafting or reviewing the challenged
statements.” The court concluded that it could
not impute the employees’ knowledge tothe corporation.
The Second Circuit explained that “[w]here
a defendant is a corporation,” a plaintiff
must “plead[ ] facts that give rise to a strong
inference that someone whose intent could
be imputed to the corporation acted withthe requisite scienter.” The court noted that“[a]scribing a state of mind to a corporate
entity is a difficult and sometimes confusingtask,” particularly because “the hierarchicaland differentiated corporate structureoften muddies the distinction between
a deliberate fraud and an unfortunate(yet unintentional) error caused by mere
mismanagement.” The court observed that“the most straightforward way to raise astrong inference of corporate scienter is to
impute it from an individual defendant who

In the case before it, the court found the
proposed amended complaint “sets forth nosuch allegations.” The court noted that thethree employees with alleged knowledge ofproblems with the surgical gown “did notthemselves possess scienter, as the steps they
took to raise concern about the [surgical]
gown’s testing failures belie any inferenceof fraudulent intent.” The court explainedthat “while particularized allegations that
senior officers ignored those employees’
warnings could demonstrate that those
officers acted fraudulently,” the complaint“fails to make that showing” as it “offers
only general allegations of warnings madeto unidentified senior executives.” Because
the proposed amended complaint “provides
no connective tissue between [the three]employees [with alleged knowledge] and thealleged misstatements,” the court determinedthat it could “only guess” whether it would “befair to charge the Corporate Defendants with
their knowledge.” The court concluded that
granting leave to amend would be futile.

Ninth Circuit: Allegations
That Defendants Invested inand Touted a Product Despite
Knowing the FDA Would
Inevitably Deny Approval Are“Implausible”
On June 10, 2020, the Ninth Circuit
affirmed the dismissal of a securities fraud
action alleging that a company mademisrepresentations concerning the likelihoodof FDA approval for one of its products.
Nguyen v. Endologix, 2020 WL 3069776(9th Cir. 2020) (Bress, C.J.). The court found“plaintiff’s core theory—that the company
invested in a U.S. clinical trial and madepromising statements about FDA approval,
yet knew from its experience in Europethat the FDA would eventually reject the4

product—has no basis in logic or common
experience.” The court determined that“the more plausible inference is that thecompany made optimistic statements about
its prospects for FDA approval because its
U.S. testing looked promising, not because
the company was quixotically seeking FDA
approval for a medical device application it
knew was destined for defeat.”concerning the likelihood of success of a drug
study even though they knew the study would
fail. The Fourth Circuit found it “improbablethat [a company] would stake its existence ona drug and a clinical trial that the company
thought was doomed to failure.” As in
Cozzarelli, the Ninth Circuit determined that“[t]he more plausible inference to be drawn
from the allegations in the complaint is that
defendants made promising statements about
the timing of FDA approval based on theinitial results of the U.S. clinical trial, but thenmodulated their optimism when the results
began to raise more questions.” The court
concluded that the allegations did not giverise to “a strong inference of scienter.”Southern District of New
York: Syndicated Term Loan
Notes Are Not “Securities”
The Ninth Circuit emphasized that“[a]llegations that are implausible do notcreate a strong inference of scienter.” Here,“[t]he central theory of the complaint is. . . that defendants knew the FDA would
not approve [the company’s product], or atleast that it would not do so on the timeline
defendants were telling the market” becauseof an “unsolvable” problem with the product.
The court found this “theory does not makea whole lot of sense” because it “depends
on the supposition that defendants would
rather keep the stock price high for a time
and then face the inevitable fallout once [theproduct’s] ‘unsolvable’ . . . problem wasrevealed.” The court observed that “the theory
might have more legs” if plaintiffs allegedthat “defendants had sought to profit fromthis scheme in the interim, such as by selling
off their stock or selling the company at apremium.” Because the complaint included
no such allegations, the court found plaintiffs’
theory of scienter “does not resonate incommon experience.” The court underscoredthat the Private Securities Litigation ReformAct “neither allows nor requires [courts] tocheck [their] disbelief at the door.”
The Ninth Circuit found “persuasive” theFourth Circuit’s decision in Cozzarelli v.
Inspire Pharm., 549 F.3d 618 (4th Cir.
2008). There, plaintiffs alleged that company
executives made misleading statements

On May 22, 2020, the Southern Districtof New York dismissed a state law-based
securities fraud action on the grounds thatthe syndicated term loan notes at issue (the“Notes”) were not “securities” under the“family resemblance” test set forth in Reves v.
Ernst & Young, 494 U.S. 56 (1990). Kirschnerv. JPMorgan Chase Bank, 2020 WL 2614765(S.D.N.Y. 2020) (Gardephe, J.). The court
rejected plaintiff’s contention that “term loans
now commonly contain features that mirror
a high-yield bond issuance.” Since no court
has yet “held that a syndicated term loan is a‘security,’” the court found plaintiff’s “claimof a shift in the market” with respect to thecharacter of syndicated term loan notes was“premature at best.”
In Reves, the Supreme Court instructed thatcourts must “begin with a presumption thatevery note is a security.” The Court further
stated that this presumption “may be rebutted
only by a showing that the note bears a strong[family] resemblance” to certain specified
categories of notes that are not securities.3
The family resemblance test turns on four
factors: (1) “the motivations that would
prompt a reasonable seller and buyer to
3. These include “the note delivered in consumer financing, thenote secured by a mortgage on a home, the short-term note
secured by a lien on a small business or some of its assets, thenote evidencing a character loan to a bank customer, shortterm notes secured by an assignment of accounts receivable, anote which simply formalizes an open-account debt incurredin the ordinary course of business . . . and notes evidencing
loans by commercial banks for current operations.” Reves,
494 U.S. 56.
5

enter into [the transaction]”; (2) “the planof distribution of the instrument,” (3) “thereasonable expectations of the investing
public,” and (4) “the existence of anotherregulatory scheme [to reduce] the risk of the
instrument, thereby rendering application of
the Securities Act unnecessary.”
The Kirschner court rejected the plaintiff’s
argument that “the determination of whether
an instrument is a security is a fact intensive
question and generally not appropriately
resolved on a motion to dismiss.” The court
noted that “[c]ourts in this District have, on
occasion . . . concluded on a motion to dismissthat a particular instrument is not a security
under Reves.”
The court found the first Reves factor “doesnot weigh heavily in either direction.” Thecourt “conclude[d] that the second Reves
factor weighs strongly in favor of finding that
the Notes are not securities.” The court notedthat in Banco Espanol de Credito v. Sec. Pac.
Nat’l Bank, 973 F.2d 51 (2d Cir. 1992), theSecond Circuit held that loan participations
with a similar type of distribution were notsecurities. While “hundreds of investment
managers were solicited,” the court explainedthat “this constitutes a relatively small
number compared to the general public.”
Moreover, “as in Banco Espanol, only
institutional and corporate entities were
solicited.” The court also found the Notes
were restricted to a $1 million minimum
investment amount, “a high absolute numberthat would only allow sophisticated investors
to participate.”
With respect to the third Reves factor, thecourt found that the governing documents“would lead a reasonable investor to believethat the Notes constitute loans, and notsecurities.” The court observed, for example,
that “the Credit Agreement repeatedly refers
to the underlying transaction documents
as ‘loan documents,’ and the words ‘loan’and ‘lender’ are used consistently, insteadof terms such as ‘investor.’” The court
explained that “[i]n Banco Espanol, [theSecond Circuit] found the use of such terms
significant, concluding that buyers were
given ample notice that the instruments wereparticipations in loans and not investments ina business enterprise.”
Finally, the court found “the fourth Reves
factor weighs in favor of a finding that
the Notes are not securities” because theoversight of federal banking regulators did
not reduce the risk of the Notes. The court
noted that “[t]he primary focus of Federalbanking regulators is presumably thesafety and soundness of banks, rather thanprotection of note holders.”
Based on the Reves analysis, the court foundthat the Notes were not securities. The court
explained that “it would have been reasonable
for these sophisticated institutional buyers tobelieve that they were lending money, with allof the risks that may entail, and without thedisclosure and other protections associatedwith the issuance of securities.”

New York Supreme Court:
Plaintiffs Must Parse Out the
Cause of Their Losses From
Macroeconomic Events
On April 2, 2020, the New York Supreme
Court granted summary judgment to
defendants in a state law-based fraud action
arising out of a collateralized debt obligation
involving subprime residential mortgages
based on the plaintiff’s failure to prove losscausation. Loreley Financing (Jersey) No
3 v. Lynch, 2020 WL 2302989 (N.Y. Sup.
Ct. 2020) (Masley, J.). The court found theplaintiff “fail[ed] to proffer at least someevidence of how much, if any, of its losses
were caused by defendants as opposed to the
2008-2009 financial crisis, or that the alleged
fraud increased the chance of [the plaintiff’s]
losses in the face of such a significant
market-wide crisis.” The court observed thatthe plaintiff did not “even proffer a theory
about how much of their losses were caused
independently of that market crisis.”
The court stated that in securities fraud
actions, a “plaintiff must establish both that
defendant’s misrepresentation induced
plaintiff to enter into the transaction(transaction causation) and that themisrepresentations directly caused theloss about which the plaintiff complains(loss causation).” The court explainedthat “when the plaintiff’s loss coincides
with a marketwide phenomenon causing
comparable losses to other investors [i.e.,the 2008 financial crisis], the prospect thatthe plaintiff’s loss was caused by the fraud
decreases.” In such cases, “the plaintiff
must parse out the cause of its losses from6

macroeconomic events.” The court observedthat “when an investor suffers an investment
loss due to a market crash . . . of suchdramatic proportions that the losses would
have occurred at the same time and to thesame extent, regardless of the alleged fraud,
loss causation is lacking.”
In the case before it, defendants “present[ed]prima facie proof that [the plaintiff’s] loss was
proximately caused by the intervening eventsof the 2007-2009 financial crisis.” The court
explained that “[t]he burden thus shifts to[the plaintiff] to raise a triable issue of fact
about whether its loss can indeed be traced todefendants’ fraudulent actions independent of
the adverse market conditions.”
The plaintiff contended that it should be
able to recover damages based solely on “thedifference between the purchase price of
the asset and its true value.” But the court
explained that “[i]n securities fraud cases,
overpayment is not sufficient to prove losscausation.” Although the plaintiff “submitted
evidence of transaction causation,” thecourt held that the plaintiff’s “fraud claim
still fails for lack of proof that the alleged
misrepresentations and omissions were thecause of its loss.”

This edition of the
Securities Law Alert was edited by
Susannah S. Geltman
sgeltman@stblaw.com / +1-212-455-2762,
Peter E. Kazanoffpkazanoff@stblaw.com / +1-212-455-3525,
and Jonathan K. Youngwood
jyoungwood@stblaw.com / +1-212-455-3539

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