Madden

Sixty-three shareholders brought a state-law action against an investment bank for misleading them in connection with the sale of their closely held corporation to a publicly traded acquiring corporation. The suit was removed to federal district court under the Securities Litigation Uniform Standards Act of 1998, Pub.L. No. 105-353, 112 Stat. 3227 (“SLU-SA”), which allows for the removal and preclusion of “private state-law ‘covered’ class actions alleging untruth or manipulation in connection with the purchase or sale of a ‘covered’ security.” Kircher, 547 U.S. at 636-37, 126 S.Ct. 2145 (quoting 15 U.S.C. § 77p(b)). We conclude that the suit falls within SLUSA’s savings clause, known as the “Delaware carve-out,” which preserves certain state-law actions. 15 U.S.C. § 77p(d). We therefore vacate and remand to the district court with instructions to remand the action to state court.

I

Charles T. Madden, along with sixty-two other individuals and entities (collectively, “Madden”), brought a state-law action in state court against Cowen & Company, SG Cowen Securities Corporation, and Cowen and Company, LLC (collectively, “Cow-en”). Madden and his fellow plaintiffs, most of whom are…