CSX Corp. v. Children's Investment Fund Management (UK) LLP (2011)

(UK) LLP, 654 F.3d 276, 284 (2d Cir. 2011).

(UK) LLP, 654 F.3d 276, 283 (2d Cir. 2011) (noting that the “touchstone” of the court’s finding of a group is that “the members combined in furtherance of a common objective” to acquire, hold, vote or dispose of securities) (internal quotation marks omitted).

Mem.”) at 13 ('quoting CSX Corp., 654 F.3d at 299 (Winter, J., concurring)). .

(UK) LLP, 654 F.3d 276, 286 (2d Cir.2011) (quoting Treadway Cos., Inc. v. Care Corp., 638 F.2d 357 , 380 (2d Cir.1980)). “[T]he interests that section 13(d) protects ‘are fully satisfied when the shareholders receive the information required to be filed.’ ” Id. a.

(UK) LLP, 654 F.3d 276, 307 (2d Cir.2011) (Winter, J., concurring) (stating that the CFMA demonstrated “Congress’s then perception of a lack of an equivalence between swaps and ownership of the underlying securities”).

Fund Management (UK) LLP, 654 F.3d 276, 283 (2d Cir. 2011) (citation omitted).

Fund Mgmt., 654 F.3d 276, 284 (2d Cir. 2011) (‘The District Court was within its discretion in concluding that people who have lied about securities matters can reasonably be expected to attempt securities laws violations in the future.”).

Fund Management (UK) LLP, 654 F.3d 276, 287 (2d Cir. 2011) (“The inappropriateness of share sterilization [for Section 13(d) violations] leaves open the question of what remedies might be appropriate when disclosure that is timely with respect to a proxy contest is not made, and we do not reach that issue here.”) To this end, the Court requested the parties to answer whether there is an implied private right of action for shareholders to seek damages directly under 13(d) or …

(UK) LLP, 654 F.3d 276, 286 (2d Cir. 2001) (quoting Treadway Cos., Inc. v. Care Corp., 638 F.2d 357 , 380 (2d Cir. 1980)); See also Hallwood Realty, 286 F.3d at 617 (explaining that 13(d) requires disclosure “by persons who have acquired substantial interest, or increased their interest in the equity securities of a company by a substantial amount, within a relatively short period of time” (quoting H.

(UK) LLP, 8 654 F.3d 276 , 303 n.13 (2d Cir. 2011) (“[T]he affirmative defense is available only when 9 the plan to purchase or sell securities was ‘given or entered into in good faith.’”); Elec. 10 Workers Pension Tr.

(UK) , 562 F.Supp.2d 511 , 519 (S.D.N.Y. 2008), aff'd in part & rev'd in part , 654 F.3d 276 (2d Cir. 2011) ("The term 'derivative,' as the term is used in today's financial world, refers to a financial instrument that derives its value from the price of an underlying instrument or index.").

Fund Mgt. [UK] LLP, 654 F3d 276, 279 [2d Cir 2011] [“Total-return swaps are contracts in which parties agree to exchange sums equivalent to the income streams produced by specified assets.

(UK) LLP, 654 F.3d 276, 302-07 (2d Cir.2011) (Winter, J., concurring) (discussing contours of SEC Rule 13d-3(b)’s catchall evasion provision).

(UK) LLP, 654 F.3d 276, 284 (2d Cir.2011) (reversing district court’s finding that defendants had formed a group because the court “did not explicitly find a group formed for the purpose of acquiring CSX securities”).

(UK) LLP, 654 F.3d 276, 283 (2d Cir.2011).

(UK) LLP, 654 F.3d 276, 290 (2d Cir.2011) (quoting Dep’t of Revenue of Or. v. ACF Indus., Inc., 510 U.S. 332, 342 , 114 S.Ct. 843 , 127 L.Ed.2d 165 (1994) (“The normal rule of statutory construction is that ‘identical words used in different parts of the same act are intended to have the same meaning.’ ”)) The term “operate” must be read in context with the remainder of the statute.

(UK) LLP, 654 F.3d 276, 283 (2d Cir.2011) (internal citations and quotation marks omitted).