Securities litigation refers to lawsuits filed by persons or entities who bought or sold publicly-traded securities (tradable financial assets such as stocks and bonds). These lawsuits are often filed as class actions, with one or a few plaintiffs purporting to represent all persons and entities who bought or sold a company’s stocks, bonds, or other securities during a certain time period (class period). Securities lawsuits are typically based on violations of the securities laws, and allege misleading statements or omissions of material facts.
In Delaware, securities litigation is primarily governed by federal laws, such as the Securities Act of 1933 and the Securities Exchange Act of 1934, which provide the basis for actions against issuers, directors, officers, and others for fraudulent activities in the sale and trading of securities. Delaware courts also adhere to the standards set by these federal laws when dealing with securities litigation. The state's Court of Chancery, known for its expertise in corporate law, often handles cases involving breaches of fiduciary duty related to securities transactions. While Delaware does not have a separate securities statute like some states, it does have laws that address fraud and deceptive practices that can apply to securities transactions. Plaintiffs in Delaware may file class action lawsuits if they meet the federal requirements for such actions, including commonality, adequacy, numerosity, and typicality of the claims. The state's legal framework, combined with its well-established body of corporate case law, makes Delaware a significant venue for securities litigation.