Close X
Attorney Spotlight

How did an interest in healthcare policy lead Robert Platt to a career in the law? Find out more>

Search

Close X

Experience

Search our Experience

Experience Spotlight

Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more


Envision Healthcare

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

Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

Chris Lazarini Examines Impact of American Pipe on Statute of Repose

Securities Litigation Commentator

Publications

August 10, 2016

Bass, Berry & Sims attorney Chris Lazarini examined a case in which the court declined to toll the running of the five-year statute of repose found in 28 U.S.C. §1658(b)(2) under the American Pipe Doctrine and dismissed claims filed by plaintiffs who opted out of a class action settlement.

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.

SRM Global Master Fund Limited Partnership vs. Bear Stearns Companies, L.L.C., No. 14-507 (2nd Cir., 7/14/16) 

The filing of a class action does not toll the running of the five-year statute of repose found in 28 U.S.C. §1658(b)(2) under the American Pipe Doctrine. 

Between 2006 and early 2008, SRM, a registered private investment fund, purchased Bear Stearns common stock and entered into swap agreements based on the value of the stock. In March 2008, Bear Stearns collapsed, an early casualty of the financial crisis. The numerous fraud-based putative class actions that followed were eventually consolidated and settled. SRM opted out of the class action settlement, and sued Defendants in April 2013. Like the class actions, SRM's complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, SEC Rule 10b-5, and common law fraud. On Defendants' motion, the district court dismissed the securities fraud claims as time-barred under the five-year repose period found in 28 U.S.C. §1658(b)(2) and the common law fraud claims upon finding that SRM failed to adequately plead reliance.

SRM appealed, pointing to American Pipe & Constr. Co. v. Utah, 414 U.S. 538 (1974), for the proposition that the five-year repose period was tolled by the 2008 filing of the putative class action. The Court disagrees and affirms the dismissal of the federal claims, adopting its holding in Police & Fire Retirement Sys. of City of Detroit v. IndyMac MBS, Inc., 721 F.3d. 95 (2d Cir. 2013) (finding that American Pipe tolling does not apply to the statute of repose in Section 13 of the Securities Act of 1933). First, the Court rules that, as a statute of repose, rather than a statute of limitations, §1658(b)(2) is not subject to equitable tolling. Second, the Court holds that §1658(b)(2) creates a substantive right in Defendants to be free from liability after five years, a right that cannot be modified without violating the Rules Enabling Act.

Finally, the Court likewise dismisses SRM's common law fraud claims, finding that it failed to allege facts sufficient to state a plausible claim that it acted in reliance on Defendants' alleged misrepresentations in deciding to purchase, sell, or hold Bear Stearns' stock and to enter into or unwind any swap agreement. 

There is a split of authority on this issue. See Joseph v. Wiles, 223 F.3d 1155 (10th Cir. 2000) (applying American Pipe tolling to the statute of repose in Section 13 of the Securities Act of 1933). The Supreme Court had granted certiorari to review the IndyMac case, but later dismissed the writ after the parties settled. This case presents another potential for Supreme Court review.


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.