Securities

  • September 30, 2016

    Johnson Should Pay Taxes On $17B Inversion, Investors Say

    A proposed class of Johnson Controls shareholders asked a Wisconsin federal judge Friday to force the company to assume any inversion-related taxes arising from its $16.6 billion merger with Tyco, arguing that the deal foists what should be the company's tax burden on common shareholders.

  • September 30, 2016

    Promoter Puts His Shrink On Stand In Bid For Leniency

    The sentencing of a former concert promoter who admitted to a $207 million investor fraud scheme extended into a second day in Miami federal court Friday as the defendant sought leniency by presenting witnesses who discussed his bipolar disorder and the purported mishandling of assets by a receiver.

  • September 30, 2016

    Sam Wyly, SEC Strike $198M Deal Over Fraud Claims

    Former Texas tycoon Sam Wyly has agreed to pay $198 million to settle securities fraud claims by the U.S. Securities and Exchange Commission over an alleged offshore trading scheme he ran with his late brother, according to a court filing Friday in New York federal court.

  • September 30, 2016

    $413M Och-Ziff Fine Puts Hedge Funds On FCPA Alert

    Hedge funds and private equity funds chasing high returns in locales known for corruption will be dusting off their compliance programs to avoid running afoul of the Foreign Corrupt Practices Act after Och-Ziff Capital Management Group LLC was slapped with nearly $413 million in fines and penalties Thursday for bribing African government officials.

  • September 30, 2016

    Prosecutor Says Don't Hesitate To Prod Gov't On FCPA Cases

    Investigations counsel frustrated by drawn-out Foreign Corrupt Practices Act investigations should run the issue up the enforcement food chain, Brooklyn federal prosecutor James Loonam told a gathering of attorneys on Friday.

  • September 30, 2016

    Reinsurer Execs Conspired With Platinum Partners, Suit Says

    Two insurance companies on Thursday hit the executives of a reinsurance company with a $50 million Racketeer Influenced and Corrupt Organizations Act suit in New York federal court alleging they secretly invested the insurers’ assets in Platinum Partners LP funds due to an agreement between the companies. 

  • September 30, 2016

    BP Urges 9th Circ. Not To Revive Shareholders' Pipeline Suit

    BP PLC on Friday urged the Ninth Circuit not to revive a class action accusing it of misleading shareholders about a corroding Alaska pipeline that ended up spilling tens of thousands of gallons of crude oil into the ocean, arguing the shareholders don’t have standing.

  • September 30, 2016

    1961 Kelley Drye Winged Foot Memo Is Privileged, Judge Says

    Winged Foot Golf Club and the public company that owns the land beneath it will not have to hand over documents relating to a 1961 memo from law firm Kelley Drye, as a New York federal judge in a shareholder derivative case ruled Friday that attorney-client privilege applied.

  • September 30, 2016

    Rumored Reduction In Deutsche Bank Fine Has Critics Howling

    Reports on Friday that the U.S. Department of Justice and Deutsche Bank have reached a settlement over the German bank’s mortgage-backed securities sales that is far lower than the $14 billion that the U.S. originally sought has critics claiming that big banks remain too big to jail.

  • September 30, 2016

    Walgreen Escapes Most Of Investor Suit Over Alliance Buy

    An Illinois federal judge on Friday allowed Walgreen Co. to escape most of a proposed investor class action accusing the pharmacy and two former executives of deceiving investors in relation to the purchase of Alliance Boots GmbH, saying they failed to show the misleading nature of many of the statements at issue.

  • September 30, 2016

    Trucking Deal Fraud Claims Rightly Axed, Del. Justices Say

    The Delaware Supreme Court on Friday upheld a Chancery Court decision tossing fraud counterclaims that erupted in a layered dispute over the $200 million purchase of Kentucky-based trucking company A&R Logistics Inc., ruling that Chancellor Andre G. Bouchard correctly decided they lacked a “physical nexus” to Delaware.

  • September 30, 2016

    Chesapeake Asks 2nd Circ. To Rehear $439M Bond Case

    Chesapeake Energy Corp. on Thursday asked the Second Circuit to reconsider its refusal to undo a ruling requiring the company to pay $439 million for cashing in bonds it had issued early, arguing the panel had “entirely failed” to take equitable principles into account.

  • September 30, 2016

    Caterpillar Beats Suit Over $580M Post-Merger Loss

    An Illinois federal judge on Thursday tossed a derivative suit alleging construction vehicle maker Caterpillar Inc. rubber-stamped its 2012 purchase of Chinese manufacturer Siwei months before it announced a $580 million loss on the purchase, ruling that the complaint makes plain that the company conducted an adequate review.

  • September 30, 2016

    Huff Challenge To Longview Energy Shutdown Tossed In Del.

    The Huff Energy Fund LP lost a round Thursday in its long multistate battle with Longview Energy Co., when a Delaware Chancery judge tossed all of Huff’s challenges to Longview’s planned windup of the company and shutdown of stock distributions and transfers.

  • September 30, 2016

    Federal-Mogul Investors Launch Challenge To Icahn Takeover

    Investors in Federal-Mogul Holding Corp. launched lawsuits in the Delaware Chancery Court on Friday challenging a takeover bid by Carl Icahn’s private investment vehicle, arguing the deal, which values the auto parts-maker at nearly $1.6 billion, has “an unreasonably low price” and is “marred” with conflicts.

  • September 30, 2016

    Directors Can't Escape Louisiana Pension Funds' Suit

    A Louisiana federal judge on Friday refused to grant investment managers’ bid to dismiss a suit by three state pension funds against the managers arising out of the funds' $100 million purchase of an insolvent investment vehicle, rejecting the managers’ claims they are not subject to personal jurisdiction.

  • September 30, 2016

    GlaxoSmithKline To Pay $20M SEC Fine Over China Bribery

    U.K. drugmaker GlaxoSmithKline PLC will pay $20 million to the U.S. Securities and Exchange Commission to settle claims that it violated the Foreign Corrupt Practices Act through a scheme to bribe doctors in China to increase sales, according to an SEC order on Friday.

  • September 30, 2016

    GOP Senator Seeks Law To Force SEC To Credit Exchanges

    Sen. Mark Kirk, R-Ill., on Thursday introduced a Senate bill that would force the SEC to repay national securities exchanges and other self-regulatory organizations for 10 years' worth of overpaid fees.

  • September 30, 2016

    Nutmeg Investors Taste Partial Victory In Receiver Suit

    Investors in the now-defunct financial advisory firm The Nutmeg Group won a partial victory Friday on claims against its receiver, a Barnes & Thornburg LLP partner, when an Illinois federal judge agreed to dismiss two of her affirmative defenses.

  • September 30, 2016

    Teva Knocks Out FCPA Probe Retaliation Suit

    Teva Pharmaceutical Industries Ltd. defeated a former executive's claims she was fired after she started cooperating with authorities on a bribery investigation when a Florida federal judge ruled Friday there was evidence showing the company had other reasons to want the executive out.

Expert Analysis

  • In The Hot Seat: Wells Fargo Shows 3 Deadly Sins Of SOX

    R. Scott Oswald

    Had Wells Fargo followed best practices under the Sarbanes-Oxley Act, CEO John Stumpf could have been spared his ongoing shaming by Sen. Elizabeth Warren, his further grilling before the Financial Services Committee of the U.S. House of Representatives — and possibly the end of his own career, says R. Scott Oswald of The Employment Law Group PC.

  • Charitable Donations And FCPA Risks: Lessons From Nu Skin

    Benjamin D. Klein

    The U.S. Securities and Exchange Commission's recent enforcement action under the Foreign Corrupt Practices Act against Nu Skin Enterprises highlights the risks of making charitable donations in high-risk countries without conducting meaningful anti-corruption due diligence, say Benjamin Klein and Louis Ramos of Morgan Lewis & Bockius LLP.

  • White Collar World Eagerly Awaits Salman Decision

    Glen A. Kopp

    The U.S. Supreme Court’s decision in Salman — set for oral argument Oct. 5 — not only will affect the government’s investigation of and decision to prosecute insider trading cases going forward, but will also have significant ramifications for pending insider trading cases such as U.S. v. Stewart in the Southern District of New York, say Glen Kopp and Jennifer Gordon of Bracewell LLP.

  • Oral Advocacy And 'Vocal Fry'

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    In a sneak preview of the fall edition of Legal Communication & Rhetoric, Professor Michael Higdon of the University of Tennessee College of Law explores the negative reactions to "vocal fry," the accusations of sexism those reactions have engendered, and what all this means for female attorneys.

  • Inadequate Data Breach Disclosure Could Be Risky Business

    Kevin M. LaCroix

    Though the U.S. Securities and Exchange Commission has made cybersecurity issues a top priority, it appears that very few public companies are actually disclosing data breach incidents in their SEC filings. The current disclosure practices could be a concern for investors — and for directors and officers insurance underwriters, says Kevin LaCroix of RT ProExec.

  • The Courtroom Where It Happened: Hamilton As A Lawyer

    Randy Maniloff

    Often lost in discussions about Alexander Hamilton is that he was an extremely important New York lawyer. He had an extensive law practice until his death in 1804 and he wrote what is considered to be the first treatise in the field of private law. Ultimately, Hamilton certainly did get "a lot farther by working a lot harder, by being a lot smarter, by being a self-starter," says Randy Maniloff of White and Williams LLP.

  • Dudenhoeffer's Applicability To Privately Held Stock

    Chelsea Ashbrook McCarthy

    The Seventh Circuit's recent decision in Allen v. GreatBanc Trust made it the first court to expressly reject Fifth Third Bancorp v. Dudenhoeffer's application to plan investments in privately held stock. The decision clarifies a plaintiff's burden to plead a prohibited-transaction claim under Section 406 of the Employee Retirement Income Security Act, say Chelsea Ashbrook McCarthy and Louis Joseph of Holland & Knight LLP.

  • Why Have Lawyers Forgotten About The Middle Class?

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    Sorry, fellow lawyers, judges and legislators, but the jig is up. It’s time to show the public the cards up our sleeves and give them a chance to weigh in on the fairness of a system that touches so many aspects of their everyday lives, says Chas Rampenthal, general counsel of LegalZoom.

  • And Now A Word From The Panel: 3 Alternatives To MDLs

    Alan E. Rothman

    Recognizing the ever-dwindling number of multidistrict litigation proceedings, Alan Rothman of Kaye Scholer LLP explores the three alternatives to MDLs which the Judicial Panel for Multidistrict Litigation has recently considered in denying and/or mooting MDL petitions.

  • The Meaning Of 'Affiliate' In Class Action Settlements

    Lewis R. Clayton

    The Second Circuit's decision last week in American International Group Securities Litigation creates a split in how courts define the term “affiliate” in class action securities settlements. Settling defendants should consider pressing for the elimination of the term completely, say attorneys with Paul Weiss Rifkind Wharton & Garrison LLP.