Close X

Attorney Spotlight

How does Eli Richardson's past work with the federal government inform his client interactions? Find out more>

Search

Close X

Experience

Search our Experience

Experience Spotlight

In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

AmSurg logo


Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

Read More >

Chris Lazarini Analyzes Common Law Fraud Claims Under Rule 9(b)

Publications

May 13, 2015

Bass, Berry & Sims attorney Chris Lazarini analyzed the decision in HSN Nordbank AG & HSH Nordbank Securities S.A. vs. RBS Holdings USA, Inc. & RBS Securities, Inc., in which the court examined Plaintiffs' common law fraud claims under the particularity standard of Rule 9(b). Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.

HSN Nordbank AG & HSH Nordbank Securities S.A. vs. RBS Holdings USA, Inc. & RBS Securities, Inc., No. 13 Civ. 3303 (S.D. N.Y., 3/20/15) 

Common law fraud allegations must be pled with particularity and must give rise to a strong inference of fraudulent intent, which may be established by showing that defendant had the motive and opportunity to commit fraud or by alleging facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness.

Plaintiffs brought this action against RBS Holdings and its subsidiaries, alleging various improprieties in connection with Defendants' creation, offering, and sale of certain residential mortgage-backed securities. Plaintiffs alleged claims of common law fraud, aiding and abetting fraud, fraudulent concealment, and negligent misrepresentation and a right to rescission based on mutual mistake. The Court grants in part and denies in part Defendants' motion to dismiss.

The Court dismisses the claims of negligent misrepresentation and fraudulent concealment because Plaintiffs failed to allege facts demonstrating the existence of a fiduciary or other special relationship with Defendants imposing a duty on Defendants to disclose material information. The Court also dismisses the rescission claim, finding that the complaint focused on forward looking statements in the offering materials. The doctrine of mutual mistake applies only where the parties were mistaken as to facts existing at the time the contract was executed.

The Court examines Plaintiffs' common law fraud claims under the particularity standard of Rule 9(b), judging whether Plaintiffs alleged facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness. The Court finds that Plaintiffs failed to raise a strong inference that Defendants knew, or were reckless in not knowing, that third party loan originators were systematically overstating appraisal values and owner-occupancy rates and dismisses those allegations. In contrast, the Court finds that Plaintiffs raised strong inferences that Defendants knew, or were reckless in not knowing, that loan originators had abandoned their underwriting guidelines and that credit ratings had been overstated such that Plaintiffs could move forward with those claims. The Court also finds that Plaintiffs adequately pled the materiality of the alleged misrepresentations regarding underwriting guidelines and credit ratings and Plaintiffs' justifiable reliance on the offering materials. Finally, the Court finds that Plaintiffs satisfied their burden of pleading loss causation at this stage of the proceeding, leaving the question of how the credit crisis impacted the values of the RMBS for decision after the record is complete.


Related Professionals

Related Services

Notice

Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.