Shareholder Advocate Winter 2026 - Web Version

Shareholder

Winter 2026

Deloitte Settles Shareholder Suit Over SCANA Audits A federal judge granted preliminary approval to a $34 million settlement of an investor lawsuit accusing Deloitte of issuing misleading audit reports about the progress of a massive South Carolina nuclear energy expansion, ignoring red flags about fraudulent numbers that would doom the project.

IN THIS ISSUE:

Fraud Lawsuit Against Owner of Square and Cash App Clears Major Hurdle PAGE 5 Team Profile: Benjamin D. Brown PAGE 9 Fiduciary Focus: Resolved in the New Year— Better Governance PAGE 11

Deloitte Settles Shareholder Suit Over SCANA Audits A federal judge granted preliminary approval to a $34 million settlement of an investor lawsuit accusing Deloitte of issuing misleading audit reports about the progress of a massive South Carolina nuclear energy expansion, ignoring red flags about fraudulent numbers that would doom the project.

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Reached on behalf of shareholders in SCANA Corp., a regulated South Carolina utility that was sold in 2018 after exposure of the fraud left the company in shambles, the settlement marked a rare victory for investors seeking to hold independent auditors accountable under the heightened liability standards of federal securities laws. If approved, the settlement will be among the top five auditor settlements of the last decade. Deloitte had been SCANA’s auditor for more than 70 years.

The settlement with Deloitte was among the top five auditor settlements of the last decade and the only auditor settlement in which the audited company didn’t restate its financials.

Richard Lorant

Director of Institutional Client Relations 202.408.3622

rlorant@cohenmilstein.com

Cohen Milstein represents lead plaintiff International Brotherhood of Electrical Workers Local 98 Pension Fund as sole lead counsel in the lawsuit, which stems from a planned $9 billion expansion of the Virgil C. Summer Nuclear Station in Jenkinsville, South Carolina. In what is considered the largest fraud in South Carolina history, SCANA and its corporate executives deceived shareholders, regulators, and ratepayers about mounting costs and delays that disqualified the company from vital tax credits. In issuing false and misleading clean audit reports on SCANA’s financial statements, investors alleged, Deloitte breached its duties as SCANA’s independent auditor under Sections 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.

Specifically, investors claimed that Deloitte failed in its role of gatekeeper, deceiving investors about SCANA’s accounting for the project. Investors claimed that Deloitte gave unqualified, “clean” audit reports on SCANA’s financial statements and internal controls over financial reporting, that misled investors into believing that SCANA would complete the nuclear project in time to obtain $1.4 billion in nuclear tax credits. Deloitte allegedly did so despite possessing voluminous evidence that SCANA could not possibly achieve this goal. Investors also alleged that had it not been for Deloitte’s signoff on SCANA’s materially false and

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misleading financial statements, Lead Plaintiff and the Class would not have purchased their SCANA shares, and certainly not at the prices they paid.

The lawsuit stems from the planned expansion of a South Carolina nuclear plant—a project that was eventually abandoned after exposure of one of the largest frauds in state history.

The original suit was filed in 2019, and is pending in the U.S. District Court for the District of South Carolina on behalf of investors who acquired SCANA stock between February 26, 2016 through December 20, 2017, and were damaged by the alleged fraud. In November 2020, the Court denied Deloitte’s motion to dismiss, holding that “even under the heightened standards applicable” in auditor cases, the shareholders plausibly alleged that Deloitte “helped conceal the fraud from investors by blessing” SCANA’s financial statements, which misrepresented the true status of the project and “continued to reassure investors that the project would be completed in time, even though they knew this information was false.”

The Court certified the class in November 2024 and cross-motions for summary judgment were pending at the time the settlement was reached. The case is International Brotherhood of Electrical Workers Local 98 Pension Fund et al. v. Deloitte & Touche, LLP and Deloitte LLP, 19cv03304 (D.S.C.).

Richard E. Lorant is the firm’s Director of Institutional Client Relations.

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Fraud Lawsuit Against Owner of Square and Cash App Clears Major Hurdle On January 6, 2026, Judge Noël Wise of the U.S. District Court for the Northern District of California denied a motion to dismiss securities fraud claims against Block, Inc.—the parent company of Square and Cash App— and senior executives Jack Dorsey and Amrita Ahuja, allowing investors’ claims that Block misled the market about Cash App’s compliance practices and user metrics to proceed.

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Judge Wise held that plaintiffs sufficiently alleged that Block misled shareholders about the strength of its compliance program and the size of Cash App’s user base. As lead counsel, Cohen Milstein represents lead plaintiffs, a group of New York City pension funds, on behalf of investors who purchased Block stock between February 26, 2020, and May 1, 2025.

The lawsuit focuses on alleged misstatements and omissions about Cash App, Block’s flagship mobile payments platform and a central driver of the company’s growth and valuation. Cash App allows users to send and receive money, invest, and access financial services through a single mobile phone app.

Plaintiffs allege that Block intentionally underinvested in antimoney-laundering, know-your-customer, and sanctions compliance to make Cash App easy to join and use and to fuel rapid growth, all the while assuring investors that its compliance program was robust and highly effective. According to the complaint, this approach led to large backlogs of unreviewed alerts and allowed many known bad actors to create large numbers of accounts used to facilitate illicit activities.

Benjamin F. Jackson Partner

212.838.7797

bjackson@cohenmilstein.com

Kay Jewler Paralegal

212.750.7581

kjewler@cohenmilstein.com

Plaintiffs allege that Block intentionally underinvested in anti-money-laundering and sanctions compliance to make Cash App easy to join and use and to fuel rapid growth—all the while assuring investors that its compliance program was robust and highly effective.

Plaintiffs also allege that Block overstated Cash App’s user growth by failing to disclose the extent of duplicate, fraudulent, and illicit accounts. When increased regulatory scrutiny later forced Block to tighten its compliance controls, the company allegedly changed how it calculated user metrics without fully informing investors, leading investors to make misleading comparisons between earlier and later figures and to overestimate Cash App’s growth rate.

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Block, Dorsey, and Ahuja moved to dismiss the complaint. Judge Wise denied the motion, emphasizing that even statements that are literally true can be misleading if they omit material facts. Based on detailed allegations of chronic underinvestment in compliance, large alert backlogs, and the ease with which prohibited users could rejoin the platform, Judge Wise found it plausible that Block’s repeated claims about proactive anti-fraud efforts misled investors.

In allowing the case to proceed, the judge held that plaintiffs sufficiently alleged that Block misled shareholders about the strength of its compliance program and the size of Cash App’s user base.

The court also upheld plaintiffs’ allegations that Block’s statements about Cash App’s user metrics were misleading. Judge Wise found that failing to disclose the prevalence of multiple accounts per user plausibly obscured the true size of Cash App’s user base. The court further rejected defendants’ argument that these statements were mere puffery, concluding they were specific enough for reasonable investors to rely on.

The court also found that plaintiffs adequately alleged scienter as to Jack Dorsey and Amrita Ahuja.

According to the order, the complaint plausibly alleges that the executives had access to detailed internal information through board reports, compliance meetings, and employee feedback about duplicate accounts and fraud levels. Those allegations support the inference that Dorsey and Ahuja either knew their public statements were misleading or acted with deliberate recklessness in making them.

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Finally, the court held that plaintiffs adequately pleaded loss causation. The complaint alleges that misleading statements about Block’s compliance program allowed bad actors to create multiple accounts, inflating reported user metrics and Block’s stock price. In March 2023, the alleged truth began to emerge with a report by Hindenburg Research, followed by investigations by multiple states and the Consumer Financial Protection Bureau. As these developments unfolded, Block’s stock price fell by 84 percent, from $289 to $46 per share. The court found the connection between the alleged misrepresentations and investors’ losses to be plausible.

The decision reinforces that technology companies’ statements about their compliance practices and user metrics must be grounded in reality. The ruling marks an important step toward accountability and transparency in the fintech and technology sectors, where user growth narratives often play a central role in valuation and market confidence.

The Defendants must now answer the amended complaint and the case moves into discovery, where investors will gain a clearer picture of whether Block’s public disclosures matched internal measurements of growth and compliance.

Benjamin F. Jackson is a partner in the Securities Litigation & Investor Protection practice group.

Kay Jewler is a paralegal in the Securities Litigation & Investor Protection practice group.

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Team Profile Benjamin D. Brown | Managing Partner

202.408.4600 | bbrown@cohenmilstein.com

Benjamin D. Brown is managing partner of Cohen Milstein and co-chair of the firm’s Antitrust practice.

He is widely recognized as one of the nation’s leading antitrust litigators. Ben represents businesses, workers, and consumers in cases challenging anticompetitive conduct—ranging from wage-fixing and price-fixing cartels to monopolization and exclusionary practices that distort markets and harm competition. Ben joined the firm in 2005 from the DOJ, where he served both in the Antitrust Division and as a Special Assistant United States Attorney in the Eastern District of Virginia. For this issue of the Shareholder Advocate, Ben talked with editor Christina Saler.

I grew up in … Oshkosh, Wisconsin. It is a quintessential smallish Midwestern town with good public schools and a community feel. My alma mater the University of Wisconsin in Madison is not too far from Oshkosh. I’m able to go back to the area twice a year for an annual meeting of college friends to see a Wisconsin football game and then again on July 4th for another gathering of family friends.

I became a lawyer because … it was something I was always drawn to. Even as a child and teenager I was always concerned with fairness to the point that, in my senior year of high school, I was awarded the “Most likely to complain” superlative. Both my grandfather and father were lawyers which influenced my path, but it was not expected of me to follow them. In fact, when entering college my father encouraged me to branch out. So, I took a wide variety of classes, but I kept coming back to the law.

A highlight of my practice … has been representing mixed martial artists in an antitrust class action against promoter Ultimate Fighting Championship (UFC) for unlawfully achieving market dominance that locked artists into unfair, low-paying contracts. We litigated the case for years before settling. This case was so different from my other antitrust cases because it wasn’t about a commercial product but rather real people’s livelihoods. During the many years of litigation, I had the opportunity to meet in person with the mixed martial artists and their families to hear firsthand how the UFC had caused financial hardship by not fairly paying these athletes for their hard work. We ultimately settled the case for $375 million, which meant that on average each artist that was part of the class received

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$200,000. The judge presiding over the case called these “life changing” recoveries, which echoed the statements of the class members.

One of my goals as managing partner … is to encourage collaboration among our practice groups.

We have ten diverse practice groups, and each practice group consists of lawyers who have been recognized as elite practitioners in their particular area of the law. This broad-based expertise allows us to look at every case from multiple angles and decide how best to litigate it. For example, the Stock Lending antitrust case involves traded securities, so members of both the antitrust and securities groups bring their expertise to the litigation.

I’m currently watching … The Night Manager which is best described as a spy thriller. It’s based on a novel written by John le Carre. Tom Hiddleston plays the lead with a strong cast. I just started the second season and so far, it’s just as gripping as season one.

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Fiduciary Focus: Resolved in the New Year— Better Governance Many of us see the start of a new year as a chance to reflect on how we are doing, personally and professionally, and on how we can improve our lives. Pension plan fiduciaries are no different, rededicating themselves to a culture of continual improvement that ensures that they are following best practices in fundamental areas of responsibility like ethics, compliance, fiduciary, and governance.

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Cohen Milstein assists public pension plan trustees in fulfilling their fiduciary responsibilities in a variety of ways. Public pension plans have a fiduciary obligation to preserve and manage plan assets in the best interests of the plan participants, adhering to fiduciary standards of prudence and loyalty. This means, for example, that public pension plans have a fiduciary obligation to recover funds lost through investments in public securities as the result of corporate mismanagement and/or fraud. Securities litigation claims are assets of the plan that should be managed like other plan assets such as investments. The lawyers in Cohen Milstein’s Securities Litigation & Investor Protection practice group have assisted trustees in returning billions of dollars to pension plans through litigation.

Suzanne M. Dugan Special Counsel 202.408.4600

sdugan@cohenmilstein.com

Just as it is critically important for public pension plans to invest in companies with good corporate governance because better corporate governance leads to better performance and sustainable growth, so too must public pension trustees be focused on their own internal plan governance.

Fiduciary Duty and Corporate Governance: Cohen Milstein’s litigators also represent public pension plans, as shareholders of publicly traded companies, in derivative lawsuits that hold accountable corporate leaders who breach their fiduciary duties, harming the company and investors. Often these corporate board members have failed to properly exercise their oversight as directors. In a derivative suit, management and directors pay the damages. But there is another critical aspect to derivative suits: the opportunity for governance reforms that is not present in a typical securities fraud class action suit.

Derivative suits are primarily focused on preventing the issues that led to the suit in the first place. With derivative suits, a much broader set of corporate governance reforms can be introduced than is typical with shareholder resolutions.

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Fiduciary Duty and Plan Governance: Just as it is critically important for public pension plans to invest in companies with good corporate governance because better corporate governance leads to better performance and sustainable growth, so too must public pension trustees be focused on their own internal plan governance.

A review of potential improvements to internal plan governance starts with identifying traits of highly effective public pension plan trustees: They understand their fiduciary duties, and to whom the duties are owed.

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Highly effective trustees understand their fiduciary duties of prudence and loyalty, and that they owe an exclusive duty to the members and beneficiaries to act solely in their best interest.

They obtain guidance from experts, and pay attention to that guidance.

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Trustees are not expected to be experts in all areas, from investments to actuarial science to benefit determinations. Rather, fiduciary duty requires that they prudently delegate to appropriate experts.

They engage in effective oversight of those experts, as well as all other aspects of the plan.

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Trustees must engage in a rigorous review of the information before them. Delegation is not abdication. Highly effective trustees understand that the role of the board is one of oversight and strategic direction, but not micromanagement.

They have formal policies, which they regularly review and update.

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Fiduciaries are judged by the process in which they engage, not necessarily the results.

Documentation of that process helps to demonstrate prudence. And monitoring of policies and procedures is crucial to ensure that these policies and procedures remain prudent, as facts and circumstances may change over time.

They follow their policies and procedures, plan documents, and the law.

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It’s not enough to have prudent policies on the books, but rather those policies must be followed. Compliance is an integral part of plan governance best practices.

As public pension plan trustees refresh their focus in the new year, the firm’s Ethics & Fiduciary Counseling attorneys are ready to provide support to ensure that public pension plan trustees adhere to best practices in their core responsibilities, including ethics, compliance, fiduciary duties, and governance.

Suzanne M. Dugan is Special Counsel at Cohen Milstein and heads the firm’s Ethics & Fiduciary Counseling practice group.

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Recent Highlights

IN THE NEWS Investor Arbitration, Class Status, AI Shake Up Securities Bar Bloomberg Law – January 2, 2026

‘Ticket to Lead Counsel’: Here’s How Securities Litigation ‘Radically Changed’ 30 Years After Reform Act

Cadence Bank Seeks 1st Nod for $5.25M Data Breach Deal

30 Years On, PSLRA Debates Still Rage in Securities Cases

InnovAge’s $27 Million IPO Investor Agreement Gets Court Nod

Syngenta, Corteva Face Class Cert. Bids for $2B In Damages

US Investor Suits Over Foreign-Born Securities Show Law in Flux

Chancery Says $33M Nikola Deal ‘More than Fair’

New York Pension Funds Ask SEC to Ax Curbs on Investor Suits

EQT Gets Final OK For $168M Merger Benefits Settlement

Judge Approves $38 Million Class Action Settlement Over Monsanto Merger

Deloitte to Pay $34MN Over Audit Work on US Nuclear Fiasco

Law360 – December 19, 2025

Bloomberg Law – December 11, 2025

Bloomberg Law – November 26, 2025

Bloomberg Law – November 6, 2025

Courthouse News – October 30, 2025

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New York Law Journal – December 22, 2025

Law360 – December 12, 2025

Law360 – December 10, 2025

Law360 – November 21, 2025

Law360 – November 5, 2025

Financial Times – October 17, 2025

Oregon Says Judge Was Right to Remand Coinbase Suit Law360 – October 15, 2025

AWARDS & ACCOLADES Seven Cohen Milstein Partners Named 2026 Lawdragon 500 Leading Lawyers in America

Two Decades of Distinction: Carol V. Gilden Continues Her Chicago Super Lawyers Streak

Benjamin Brown & Christine Webber Named Law360 MVPs

Julie Reiser Named Among Top 250 Women in Litigation – 2025

Suzanne Dugan Receives SLCS Distinguished Alumni Award

Nine Cohen Milstein Attorneys Recognized as Super Lawyers & Rising Stars in New York

Lawdragon – Recognizing Benjamin Brown, Agnieszka Fryszman, Leslie Kroeger, Theodore Leopold, Laura Posner, Julie Reiser, and Sharon Robertson – January 9, 2026

Law360 – November 11, 2025

Saranac Lake Central School – October 24, 2025

Super Lawyers – January 5, 2026

Benchmark Litigation – October 28, 2025

Super Lawyers – Recognizing Michael Eisenkraft, Eric Kafka, Christopher Lometti, Laura Posner, and Sharon Robertson as Super Lawyers and Christopher Bateman, Benjamin Jackson, Jared Dummitt, and Aaron Marks as Rising Stars – September 29, 2025

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UPCOMING EVENTS January 26-28 | IBEW/NECA Employee Benefits Conference

February 1-4 | Florida Public Pension Trustees Association Trustee School

February 11-13 | Louisiana Trustee Education Council Investment Education Symposium

February 12-17 | National Labor & Management Conference

New Orleans, LA – J.D. Davis, Cristine Turner

Hollywood, FL – Molly Bowen, Christopher Lometti, and Richard Trumka

February 18-20 | National Association of Public Pension Attorneys Winter Seminar

February 22-24 | National Association of State Treasurers Legislative Conference

February 28 – March 2 | National Association of State Retirement Administrators Winter Meeting

March 4-8 | Building and Construction Trades Council of Greater New York Winter Conference

March 8-11 | California Association of Public Retirement Systems General Assembly Meeting

March 9-11 | Council of Institutional Investors Spring Conference

March 15-17 | County Commissioners Association of Pennsylvania Spring Conference

March 23-26 | Georgia Association of Public Pension Trustees Annual Conference

Naples, FL – Molly Bowen

Nashville, TN – Luke Bierman, Jay Chaudhuri, Suzanne Dugan, Carol Gilden, and Julie Reiser

Washington, DC – Richard Lorant

Carlsbad, CA – Richard Lorant and Tom Straw

Harrisburg, PA – David Maser

April 19–22 | North America’s Building Trades Unions Legislative Conference Washington, DC – Molly Bowen and Christopher Lomett

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Orlando, FL – Cristine Turner

Washington, DC – Jay Chaudhuri

Hollywood, FL – Molly Bowen and Christopher Lometti

Washington, DC – Jay Chaudhuri

Jekyll Island, GA – Cristine Turner

Offices

BOSTON, MA

CHICAGO, IL

MINNEAPOLIS, MN

NEW YORK, NY

PALM BEACH GARDENS, FL

PHILADELPHIA, PA

RALEIGH, NC

WASHINGTON, DC

Editor: Christina D. Saler Editorial Team: Richard E. Lorant and Samuel P. Waite Please contact us with questions or comments at 202.408.4600.

The materials in this edition of the Shareholder Advocate are for informational purposes only.

They are not intended to be, nor should they be taken as, legal advice.

The opinions expressed herein reflect those of the respective author.

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