Jenner & Block

"Beck v. Dobrowski: The Application of the PSLRA and Bell Atlantic to Section 14(a) Securities Claims," American Bar Association Securities Litigation Journal

Partner Howard S. Suskin and Associate Andrew F. Merrick address the Seventh Circuit ruling in Beck, which states that although the Private Securities Litigation Reform Act (PSLRA) “applies to claims under section 14(a), which forbids material misrepresentations or omission in soliciting a shareholder’s proxy vote, the plaintiff is not required to plead with specificity that the defendant acted with a particular state of mind.” In addition, the authors note that the Court concluded “plaintiff's allegations that the proxy solicitations contained misrepresentations or misleading omissions were too feeble to allow the suit to go forward under the standard set forth by the Supreme Court in Bell Atlantic Corp. v. Twombly.” According to Mr. Suskin and Mr. Merrick, “the Seventh Circuit’s decision is a very significant one for practicing securities lawyers, because the court discusses at length the interplay between section 14(a) and the PSLRA and how Bell Atlantic applies in a securities case.