Securities

  • August 26, 2014

    Maker Studios Reneged On Pay, Showrunner's $19M Suit Says

    A former showrunner for Walt Disney Co.-owned Maker Studios Inc. claims the company’s executives reneged on a deal for stocks in exchange for most of his salary and now owe him as much as $19 million, according to a complaint filed in California Superior Court on Monday.

  • August 26, 2014

    Proskauer, Greenberg Traurig Duck $18M Facebook Fraud Suit

    A New York judge on Tuesday freed Proskauer Rose LLP and Greenberg Trauring LLP from an $18.2 million suit brought by investors allegedly duped into buying bogus shares of pre-IPO Facebook Inc., ruling the suit did not closely tie the firms to the fraud.

  • August 26, 2014

    Allergan Sets Special Meeting In $53B Valeant Takeover Bid

    Allergan Inc. said Tuesday it will hold a special meeting on Dec. 18 where shareholders can vote on a proposed board overhaul, part of a $53 billion takeover bid by Valeant Pharmaceuticals International Inc., and will seek an order blocking Valeant, investor Bill Ackman and Ackman's hedge fund from voting their shares.

  • August 26, 2014

    Nasdaq's Docs To The SEC Will Stay Hidden In Facebook MDL

    A New York federal judge said it won’t force Nasdaq OMX Group Inc. to produce documents it provided to the U.S. Securities and Exchange Commission in an investigation surrounding Facebook Inc.’s $16 billion initial public offering, ruling Tuesday that Nasdaq’s immunity is currently on appeal.

  • August 26, 2014

    Judge Won't Toss Starr's $55B Suit Over AIG Bailout

    A Federal Claims judge on Monday refused to toss Starr International Co. Inc.'s $55 billion suit against the U.S. government over the American International Group Inc. bailout, finding the complexity of the parties' factual disagreements requires a trial, which is set to begin in September.

  • August 26, 2014

    Salix Investor Challenges $2.7B Inversion Deal With Cosmo

    A Salix Pharmaceuticals Ltd. investor launched a putative class action Tuesday claiming Salix's proposed $2.7 billion merger with the Irish operations of Cosmo Pharmaceuticals SpA will allow the company to seek tax shelter in Ireland while shareholders will wind up paying a stiffer tax bill.

  • August 26, 2014

    SEC Asked To Pause On SAC's Cohen; Steinberg Awaits Word

    Federal prosecutors asked the SEC on Tuesday to keep a proceeding against SAC Capital's Steve Cohen on ice while they await a major Second Circuit decision — days after convicted former SAC manager Michael Steinberg told the regulator that the potential import of that ruling warrants an equal stay in his own SEC battle.

  • August 26, 2014

    Bitcoin Again Found Subject To Securities Laws In Scam Suit

    A Texas federal judge on Tuesday reconsidered but refused to reverse his year-old ruling that Internet-traded bitcoin is a form of currency subject to federal securities laws, preserving the United States’ claims accusing the founder of Bitcoin Savings & Trust of running a Ponzi scheme.

  • August 26, 2014

    Bold 10th Circ. Opinion Muddies FIRREA Challenges

    The Tenth Circuit last week gave a strong argument as to why a recent U.S. Supreme Court decision has no bearing on one federal agency’s ability to sue over soured mortgage-backed securities, but that won’t stop big banks from trying to convince different courts otherwise, legal experts say.

  • August 26, 2014

    2nd Circ. Won't Rehear Pemex's Tossed $160M Bribery Suit

    The Second Circuit on Monday declined to grant a panel rehearing to Petroleos Mexicanos and Pemex-Refinacion over the court's dismissal of a $160 million lawsuit alleging Siemens AG and SK Engineering & Construction Co. Ltd. bribed Mexican government officials to secure a refinery construction contract.

  • August 26, 2014

    Merrill Lynch Settles CFTC's Client Fee Claims For $1.2M

    Bank of America Corp. unit Merrill Lynch Pierce Fenner & Smith Inc. has agreed to pay a $1.2 million civil penalty to resolve the Commodity Futures Trading Commission's allegations that it failed to adequately supervise the processing of futures exchange and clearing fees, causing it to overcharge some customers, the regulator said on Tuesday.

  • August 26, 2014

    Cheniere Defends Vote Count For Executive Stock Grants

    Cheniere Energy Inc. told a Delaware Chancery Court judge Tuesday that the company correctly tallied shareholder votes that allowed it to dole out stock grants that were part of the $300 million in compensation it paid CEO Charif Souki and five other executives over the past two years.

  • August 26, 2014

    McDermott Asks Judge To Nix Takeover Malpractice Claims

    McDermott Will & Emery LLP on Tuesday asked an Ohio federal judge to rule out malpractice claims made by a trust for the Antioch Co. over the takeover of the company by its employee stock ownership plan, on the grounds that the trust could not establish the cause of its damages.

  • August 26, 2014

    Natixis Says Securities Administrator Can't Bring RMBS Suit

    A unit of French lender Natixis on Tuesday urged a New York judge to throw out a lawsuit brought by the administrator for a residential mortgage-backed securities trust more than $877 million worth of purportedly toxic loans, saying Computershare Trust Co. lacks standing to bring the action.

  • August 26, 2014

    Burkle Drops Bid For New Morgans Hotel Board Election

    Billionaire Ron Burkle on Tuesday voluntarily dismissed his lawsuit against OTK Associates LLC that accused the investment firm of tainting a Morgans Hotel Group shareholder election by issuing misleading proxy statements, apparently ending a more than year-long legal feud among several parties.

  • August 26, 2014

    Chancery Won't End Astex Buyout Case, Citing Lack Of Notice

    A Delaware Chancery Court judge declined Monday to close a consolidated shareholder class action challenging Astex Pharmaceuticals Inc.'s planned $886 million buyout by Japanese drugmaker Otsuka Holdings Co. Ltd., saying the parties failed to notify remaining class members that the plaintiffs dropped the case and were divvying up attorneys’ fees.

  • August 26, 2014

    Copper Co. Lihua Faces Investor Suit Over Misrepresentations

    China-based copper-products company Lihua International Inc. was hit with a shareholder derivative suit Tuesday over alleged materially false and misleading public filings that failed to disclose a substantial asset transfer out of the company by its former CEO.

  • August 26, 2014

    FINRA, Stock Exchanges Float Plan To Study Tick Size

    The Financial Industry Regulatory Authority and a group of U.S.-based securities exchanges have filed their proposal to implement a one-year pilot program to evaluate widening the trading tick size for certain small-capitalization stocks, the U.S. Securities and Exchange Commission announced Tuesday.

  • August 26, 2014

    Robbins Geller Sanctioned In Confidential Witness Scandal

    An Illinois federal court has sanctioned Robbins Geller Rudman & Dowd LLP after finding that the firm had engaged in “reckless and unjustified” conduct in a securities class action against The Boeing Co. that relied on erroneous claims by a confidential witness, according to a ruling made public Monday.

  • August 26, 2014

    Squire Patton Boggs Leads Historic Dominican Republic IPO

    Squire Patton Boggs LLP cinched regulatory approval for long-time client CCI Puesto de Bolsa SA to list on the Bolsa de Valores de la Republica Dominicana, setting the stage for the first-ever initial public offering of a private company in the Dominican Republic, the firm said Tuesday.

Expert Analysis

  • Should Bank Directors’ Fiduciary Duties Be Expanded?

    Kevin M. LaCroix

    A recent speech by a Federal Reserve Board governor has once again raised the issue of whether bank boards should face “broadened” fiduciary duties, but creating a liability regime that would encourage further litigation and expand the potential liabilities of bank directors would accomplish little, says Kevin LaCroix of RT ProExec.

  • From The Book Of Jargon: Accelerated Share Repurchase

    In this short video — the latest installment from the "Book of Jargon" — Latham & Watkins LLP partner Rafal Gawlowski defines "accelerated share repurchase."

  • Russia's Commitment To Int'l Law Will Be Tested By Yukos

    Emmanuel Gaillard

    Whether the Russian Federation complies with the Permanent Court of Arbitration's final award — $50 billion — for its destruction of Yukos Oil Company will demonstrate the extent of the country's commitment to honoring international obligations and the rule of law, say Emmanuel Gaillard and Yas Banifatemi of Shearman & Sterling LLP.

  • Corp. Governance Politics: Much Ado About Symbolic Change

    Edward B. Rock

    The rhetoric used by shareholder activists on all sides should be taken with a large pinch of salt — most issues described as momentous generally are not — and these symbolic battles may divert attention from more meaningful reform, say professors at the New York University School of Law and the University of Pennsylvania Law School.

  • 4th Circ. RJR Pension Case Could Change ERISA Landscape

    Myron D. Rumeld

    If the Fourth Circuit's reasoning in Tatum v. RJR Pension Investment Committee is adopted elsewhere the case could substantially impact the future conduct of fiduciary breach litigation as well as plan practices in administering stock funds, say Myron Rumeld and Russell Hirschhorn of Proskauer Rose LLP.

  • How To Control Risk And Cost Of E-Discovery

    "If you follow the philosophy of saving everything you're just multiplying exponentially the costs and risks of litigation and investigations," says Robert Owen, partner in charge of Sutherland Asbill & Brennan LLP's New York office and president of the Electronic Discovery Institute.

  • Books And Records Increasingly An Open Book

    Daniel E. Wolf

    In theory, companies have a number of ways to challenge books-and-records demands, but a progression of Delaware cases — including a Wal-Mart shareholder suit — has shown that such demands have increasingly generated expensive and time-consuming document production exercises and provided an avenue to trawl for documents that could facilitate derivative litigation, say Daniel Wolf and Matthew Solum of Kirkland & Ellis LLP.

  • Inside 2nd Circ. Ruling On Overseas Whistleblower

    Mary Beth Hogan

    For companies with global operations, the Second Circuit's recent decision in Liu v. Siemens AG should provide at least some level of comfort that allegations by foreign employees regarding conduct exclusively outside the United States are outside the reach of Dodd-Frank’s anti-retaliation provision, say attorneys with Debevoise & Plimpton LLP.

  • How The Rule 506(c) Income Safe Harbor Got Expanded

    J. Robert Brown Jr.

    Recent guidance from U.S. Securities and Exchange Commission staff effectively expands the reach of the Rule 506(c) safe harbor for income verification in a manner arguably inconsistent with the representations made in the adopting release, permitting self-certification in place of third-party verification, says J. Robert Brown Jr. of Sturm College of Law at the University of Denver.

  • Picard Powerless To Block Independent Madoff Settlements

    Jonathan Sablone

    The Second Circuit ruling that Bernard L. Madoff bankruptcy trustee Irving Picard may not block two large settlements involving Madoff feeder funds is welcome news for institutions that invested in “intermediate” funds that are still solvent. Commentators, however, fully expect that Picard will continue to appeal adverse decisions, including this most recent ruling, say Jonathan Sablone and Danielle McLaughlin of Nixon Peabody LLP.