Securities

  • July 2, 2015

    Och-Ziff Seeks Toss Of Securities Suit Over FCPA Inquiries

    Och-Ziff Capital Management Group LLC urged a New York federal judge on Thursday to dismiss class action allegations it artificially inflated stock prices by hiding Foreign Corrupt Practices Act investigations into multimillion-dollar payments it made in Africa, saying plaintiffs' complaint doesn't lay out enough specific facts pointing to bribery.

  • July 2, 2015

    OSI Investors Seek Class Cert. Over 'Naked' TSA Scanners

    OSI Systems Inc. could be facing “thousands” of angry investors after an Arkansas retiree benefit fund asked a California federal judge on Tuesday for class certification in its lawsuit accusing OSI of failing to disclose that the company’s Transportation Security Administration scanners showed subjects naked.

  • July 2, 2015

    Draghi Wants Europe Capital Markets Union, New Regulator

    European Central Bank President Mario Draghi said Thursday that a European capital markets union is worth pursuing but could make financial risks more contagious, creating a need for a single regulator with capital market oversight powers throughout the European Union.

  • July 2, 2015

    CoreLogic Says Zurich's Bond Renewal Snafu Cost It $14M

    Data broker CoreLogic Inc. sued Zurich American Insurance Co. in California federal court Friday, claiming that the insurer's failure to ensure the renewal of a subsidiary's surety bond caused the unit's Utah appraisal management license to be temporarily suspended, costing CoreLogic more than $14 million in lost profits and value.

  • July 2, 2015

    SEC Tells 11th Circ. That Freeze On In-House Case Is Unjust

    The U.S. Securities and Exchange Commission on Thursday fired the opening shot in its appeal of a district court’s order to block an SEC administrative proceeding and urged the Eleventh Circuit to reverse the decision that “casts a cloud” over the agency’s enforcement efforts.

  • July 2, 2015

    Dole Says Claims Over $1.6B Deal 'Recklessly Villainize' CEO

    Dole Food Co. Inc. told a Delaware Chancery judge Thursday that shareholders challenging the $1.6 billion deal to take the company private are trying to “recklessly villainize” CEO David H. Murdock with accusations he colluded with Deutsche Bank AG to sink the company’s share price before buying it out.

  • July 2, 2015

    7th Circ. Affirms State Law In Emmis Corporate Vote Spat

    The Seventh Circuit affirmed Thursday that Emmis Communications Corp. could assert its own corporate voting rights with shares under company control, saying an Indiana federal court had rightly applied state law that allowed the maneuver.

  • July 2, 2015

    Quarles & Brady Hires Back Financing Pro

    A former Quarles & Brady attorney has returned to the firm as a partner in its Milwaukee-based business law and banking and financial institutions practice groups, leaving Michael Best & Friedrich LLP, where he was also a partner.

  • July 2, 2015

    DLA Piper Adds Latin America Finance Partners In Miami

    DLA Piper has added two former Foley & Lardner LLP corporate and finance partners in its Miami office, where they will focus their work on international matters, particularly in Latin America, the firm announced on Thursday.

  • July 2, 2015

    Amarin Ducks Securities Action Over Vascepa Denial

    A New Jersey federal judge has dismissed a securities class action against biopharmaceuticals maker Amarin Corp. PLC that claimed it artificially inflated its stock price before a U.S. Food and Drug Administration panel denied expanding the use of its fish oil drug Vascepa to treat more adults with high triglycerides.

  • July 2, 2015

    SEC Bashes Ex-S&P Exec's New Push Against In-House Court

    In response to an amended complaint by a former S&P Ratings Services executive, the U.S. Securities and Exchange Commission offered a preview Wednesday of its arguments before the Eleventh Circuit, where it is challenging a Georgia district court’s ruling on the constitutionality of its in-house court.

  • July 2, 2015

    Del. Justices Quash Hill International's Meeting Complaint

    The Delaware Supreme Court ruled Thursday the Chancery Court was correct when it ordered construction management firm Hill International Inc. to postpone its annual shareholder meeting on the grounds that it broke its own bylaws when it rejected a hedge fund investor’s slate of director nominees as coming in too late.

  • July 2, 2015

    Rakoff To Gupta: Newman No Escape Hatch For You

    The conviction of former Goldman Sachs Group Inc. board member Rajat Gupta will stand despite a December decision that redrew the lines for insider-trading prosecutions, New York federal judge Jed Rakoff ruled Thursday, calling Gupta's arguments “too late and too little.”

  • July 2, 2015

    Ex-Fund Manager Back To Jail For $10M In Unpaid Judgments

    A New York federal judge ordered defunct hedge fund ThinkStrategy Capital Management LLC's founder, who owes the U.S. Securities and Exchange Commission and others nearly $10 million in judgments, back to jail until he pays his debts, ruling Wednesday he did not prove an inability to pay.

  • July 2, 2015

    Proxy Adviser Says Vote No On Samsung's $8B Merger

    The day after a court victory in South Korea, Samsung C&T Corp.’s planned $8 billion merger with Cheil Industries Inc. hit a snag when a proxy adviser in a report released on Thursday pushed for shareholders to vote no.

  • July 2, 2015

    Securities Probe Of Texas AG May Lead To Fraud Charges

    Special prosecutors tasked with investigating Texas Attorney General Ken Paxton for alleged securities violations said Thursday they have found evidence of possible securities fraud that would constitute a first-degree felony and will present evidence to a grand jury within the month.

  • July 1, 2015

    SEC Clawback Plan To Create Enforcement Nightmares

    In newly unveiled plans to force public companies to recoup executive pay after a restatement, the U.S. Securities and Exchange Commission would force companies to overhaul their current clawback procedures while placing them in a quandary over how to enforce the stiff measures.

  • July 1, 2015

    Williams Cos. Brass Sued For Snubbing $53B ETE Merger Offer

    An investor in Williams Cos. Inc. launched a class action Wednesday in Delaware Chancery Court, claiming the energy giant brass' resistance to a takeover attempt by Energy Equity Transfer LP’s valued at $53 billion and refusing other ideas would harm shareholders.

  • July 1, 2015

    Class Action Over Failed $2.5B Cooper-Apollo Tie-Up Tossed

    A Delaware federal judge tossed a putative class action surrounding the failed $2.5 billion merger between Cooper Tire & Rubber Co. and Apollo Tyres Ltd. in 2013, ruling Wednesday that suing shareholders hadn’t shown Cooper made false statements about the deal or knowingly engaged in wrongdoing.

  • July 1, 2015

    Goldman Sachs Can't Escape Suit Over $73M RMBS Sale

    A New York state judge on Monday kept intact most of IKB Deutsche Industriebank AG's lawsuit against Goldman Sachs Group Inc. in connection with massive losses suffered by the German lender following its purchase of $73.2 million in residential mortgage-backed securities, finding the case to be timely.

Expert Analysis

  • MCDC Settlements Cast Doubt On Self-Reporter Leniency

    Kit Addleman

    The recent U.S. Securities and Exchange Commission settlements with 36 municipal underwriters under the Municipalities Continuing Disclosure Cooperation Initiative provide little transparency regarding the determination of the penalty amounts. It seems incongruous that the penalty imposed on a firm that is not self-reporting would be similar or even less than the penalties imposed on some self-reporting firms, say Kit Addleman and ... (continued)

  • Cybersecurity For Brokers: 'Only The Paranoid Survive'

    Brian L. Rubin

    Commissioner Luis Aguilar’s recent cybersecurity speech emphasizes that securities firms must continually monitor how they protect themselves and their customers, and that the U.S. Securities and Exchange Commission’s future cyber-related enforcement actions will most likely involve firms that did not adequately respond to breaches or known cyberdeficiencies, say Brian Rubin and Charlie Kruly of Sutherland Asbill & Brennan LLP.

  • Best Practices For Drafting Insider Trading Policies

    Excerpt from Lexis Practice Advisor
    Manny Rivera

    An insider trading policy serves an educational function as well as a compliance function. Accordingly, those involved in drafting the policy should consider whether drafting in a “plain English” style, as opposed to a more legalistic and technical style, will better serve its objectives. These considerations may also impact the length and level of detail of the policy, says Manny Rivera of Norton Rose Fulbright LLP.

  • SEC's Warning — Fund Trustees Are Fair Game

    Jay G. Baris

    A recent U.S. Securities and Exchange Commission proceeding against a fund adviser, two independent trustees and an inside trustee reveals the SEC’s focus on the advisory contract renewal process. It is entering the boardroom and scrutinizing in great detail not only the information provided to fund trustees, but also how the trustees evaluate that information, says Jay Baris, chairman of Morrison & Foerster LLP's investment management practice.

  • The Truth About Variable Annuities

    Rhett Owens

    It seems there is no more vehemently decried investment product than the variable annuity. But the truth is that variable annuities can form part of a balanced, effective portfolio if you avoid the red flags that can spawn annuity-related litigation, says Rhett Owens of Burr & Forman LLP.

  • A Fiduciary Standard For Brokerage Firms May Be Inevitable

    Jeffrey Holik

    It seems as if the entire financial services industry has been caught up in a drama, now approaching the end of its fifth year — will regulators adopt rules requiring brokerage firms to act in the best interest of customers when offering investment advice? Our advice for brokerage firms is not to give in to the “wait and see” temptation, say attorneys with Shulman Rogers Gandal Pordy & Ecker PA.

  • A Close Look At Arizona's New Crowdfunding Law

    Kevin J. Walsh

    One of the primary drawbacks of conducting an offering under Arizona’s crowdfunding law, which takes effect on July 3, is the risk that the offering could be deemed “integrated” with another offering by the company, which could disqualify the integrated offerings from registration exemptions, says Kevin Walsh of Quarles & Brady LLP.

  • Assessing SEC's New Reporting Requirements For Funds

    Fatima S. Sulaiman

    The U.S. Securities and Exchange Commission is proposing reporting obligations for investment funds that would both broaden and deepen the nature of information the SEC receives about funds and their practices. At a minimum, the SEC staff may use the new and enhanced information in its selection of which funds to examine, say attorneys with K&L Gates LLP.

  • The Top 3 New Do’s And Don’ts For Law Firm Websites

    Stephan Roussan

    In legal marketing circles, there are few topics peddled about more than “hot tips” for improving your law firm’s website. Google it. You’ll find more advice than you could ever digest. However, there are larger trends in technology, culture and user behavior that are impacting firms in very significant ways and are not being talked about nearly as much as they should be, says Stephan Roussan, founder of consulting and web developm... (continued)

  • Proxy Access In 2015 And Beyond

    Marc S. Gerber

    While the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For the many companies that were bystanders on the issue this proxy season, the question will be whether to act now or wait and watch for further developments, say Marc Gerber and Richard Grossman of Skadden Arps Sla... (continued)