Securities

  • August 28, 2015

    New FINRA Rule May Spark Pushback From EB-5 Agents Abroad

    A new Financial Industry Regulatory Authority rule requiring U.S. broker-dealers to disclose fees paid to foreign agents may create some pushback from finders who aren’t used to divulging fees to clients, but the rule's reach may be curbed by the limited number of registered brokers involved in EB-5 fundraising.

  • August 28, 2015

    BP Tells 5th Circ. ERISA Suit Got Unfair Wave-Through

    Drilling giant BP PLC has urged the Fifth Circuit to put to bed a former employee's Employee Retirement Income Security Act class action over stock losses suffered after the Deepwater Horizon catastrophe, saying a district court has nudged wider the limits of a Supreme Court decision covering suits like this.

  • August 28, 2015

    JPMorgan Investor Appeals Axing Of Claims Over $2B In Fines

    The shareholder that launched derivative claims accusing JPMorgan Chase & Co. brass of overseeing faulty money-laundering and sanction controls that led to $2 billion in fines, appealed Friday the Delaware Chancery Court's decision to throw out the case on grounds the claims were already raised in other venues.

  • August 28, 2015

    2nd Circ. Revives Some Of China North Investor Suit

    Oil exploration company China North East Petroleum Holdings Ltd. and one of its top executives are back on the hook for securities fraud after the Second Circuit ruled Friday that Acticon AG's shareholder class action included enough material about reckless behavior to constitute a potential claim.

  • August 28, 2015

    Capella Co-Founder Says PE Firm Cut Him Out Of $900M Sale

    GTCR LLC was hit with a lawsuit Friday over its $900 million sale of Capella Healthcare Inc. to Medical Properties Trust Inc. by one of the company’s founders, who said the Chicago-based private equity outfit breached its fiduciary duty and diluted his shares.

  • August 28, 2015

    Wyly Wants SEC's $300M Win Nixed Over Tax Ruling

    Former Michaels Stores Inc. chair Sam Wyly and late brother Charles Wyly Jr.'s estate asked a New York federal judge on Thursday to nix a $299.3 million victory won by the U.S. Securities and Exchange Commission, saying a bankruptcy decision on tax liability puts the award in doubt. 

  • August 28, 2015

    Exchange-Traded Products Need Reining, SEC Warned

    Activist group Occupy the SEC urged the U.S. Securities and Exchange Commission on Friday to beef up its regulation of exchange-traded products, saying that failing to do so could lead to market turmoil on par with the 2008 recession.

  • August 28, 2015

    Some AIG Docs Protected In MF Global Fight, Judge Rules

    A New York judge has said insurers including an American International Group Inc. subsidiary can shield some documents lawyers produced while investigating a claim by MF Global Inc. for a $141 million futures trading loss in a coverage suit.

  • August 28, 2015

    3rd Circ. Says Qualcomm Shareholder Vote Was Authorized

    Qualcomm Inc. remained free of claims that company executives weren’t authorized to slate a tax-friendly amended stock bonus plan for a shareholder vote, with the Third Circuit ruling Friday that the board had delegated “broad powers” to the executives to oversee such plans.

  • August 28, 2015

    Madoff Trustee Defends $213M Clawback Suit Against Legacy

    The trustee overseeing the liquidation of Bernie Madoff's fraudulent investment firm on Thursday defended his clawback suit seeking recovery of at least $213 million from account holder Legacy Capital Ltd., telling a New York judge that several red flags must have tipped off Legacy to Madoff's scheme.

  • August 28, 2015

    ‘Flash Crash’ Trader Can’t Stall Extradition Case, Court Says

    The U.K. trader accused of causing the 2010 flash crash on Wall Street lost his bid to postpone an extradition hearing in a London court when the judge on Friday denied his request for time to find an expert witness, according to multiple reports.

  • August 28, 2015

    Pier 1 Hit With Shareholder Class Action Over Rosy Forecasts

    Home-furnishings retailer Pier 1 Imports Inc. was hit with a proposed class action Friday in Texas federal court by an investor who says the company withheld information from shareholders that sent the stock price tumbling when it was revealed.

  • August 28, 2015

    Reed Smith Adds Former BNY Mellon Counsel In NY

    A former in-house counsel at The Bank of New York Mellon Corp. who specializes in the creation and ongoing operations of investment funds, including regulatory issues, has joined Reed Smith LLP in its New York office, the firm announced. 

  • August 27, 2015

    Ex-Weil Shanghai M&A Pro Joins O'Melveny In Southern Calif.

    O'Melveny & Myers LLP said Thursday that a former Weil Gotshal & Manges LLP mergers and acquisitions, private equity and securities pro from China has joined its Orange County, California, office as a partner serving technology, media and telecommunications clients.

  • August 27, 2015

    Shareholder Slams Sanctions Bid In Las Vegas Sands Suit

    A Las Vegas Sands Corp. shareholder accusing the company’s directors of misconduct in a derivative suit urged a Nevada federal judge on Thursday to deny the company’s motion for sanctions against his attorneys, arguing that Ninth Circuit precedent shows sanctions are not warranted.

  • August 27, 2015

    'Flash Boys' Suits Lose Luster After Exchange Case Tossed

    The prospects of "Flash Boys"-inspired litigation dimmed Wednesday when a New York federal judge ruled that stock exchanges have immunity from private suits claiming they helped high-frequency traders gain an unfair advantage in the marketplace, experts say.

  • August 27, 2015

    Morgan Stanley Hit With $20M Retaliatory-Firing Suit

    Morgan Stanley was sued for $20 million on Thursday by two former brokers who say they were fired in retaliation for bringing up fraud and illegal activity at the megabank.

  • August 27, 2015

    Allied Nevada Gets Nod To Poll Creditors On Ch. 11 Plan

    A Delaware bankruptcy judge gave Allied Nevada Gold Corp. her approval Thursday to poll creditors on a Chapter 11 plan that aims to transfer a controlling 75 percent interest in a reorganized company to noteholders after the debtor forged a deal that won dissident equity holders' support for the strategy.

  • August 27, 2015

    Newman, Chiasson Fight SG's Supreme Court Cert. Bid

    Todd Newman and Anthony Chiasson, the hedge fund managers whose insider-trading convictions were famously overturned by a federal appeals court in December, both urged the Supreme Court this week not to extend the life of the case just so that the solicitor general could take a stab at a moot point.

  • August 27, 2015

    Dole Ruling Weaves A Cautionary Tale For Take-Private Deals

    The $148 million in damages levied by the Delaware Chancery Court on Thursday against Dole Food Co. Inc. CEO David Murdock and General Counsel C. Michael Carter is a stark reminder of the risks associated with navigating the murky waters of a take-private deal led by a majority shareholder, serving as a cautionary tale to deal-makers and their advisers, experts say.

Expert Analysis

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • An Important Reading Of High Court's Advisory Fee Opinion

    Molly K. McGinley

    More than five years after the U.S. Supreme Court in Jones v. Harris Associates LP adopted the Gartenberg standard for cases brought under Section 36(b) of the Investment Company Act, the Seventh Circuit on remand highlighted the importance of, and interplay between, two Gartenberg factors — comparative fees and the nature and quality of services provided, says Molly McGinley of K&L Gates LLP.

  • A Likely Fatal Blow To Republicans' Pay-To-Play Challenge

    Raymond M. Sarola

    The D.C. Circuit’s opinion this week shooting down the New York and Tennessee Republican parties’ First Amendment challenge to the SEC’s pay-to-play rule contains strong and convincing language that the lawsuit is untimely. The opinion also suggested that the D.C. Circuit may not view the ultimate merits of the challenge favorably, says Raymond Sarola, associate at Cohen Milstein Sellers & Toll PLLC and a former policy adviser in t... (continued)

  • DC Circ. Conflict Minerals Ruling Is Business As Usual

    LaDawn Naegle

    Last week the D.C. Circuit upheld it's previous decision that a portion of the U.S. Securities and Exhange Commission's conflict mineral rule violated the First Amendment. For issuers, it's business as usual since the 2014 decision, with only issuers who voluntarily describe any of their products as "DRC conflict free" being required to provide a third-party audit in 2015, say LaDawn Naegle and Randy Wang at Bryan Cave LLP.

  • 5 Takeaways From Former SAP Exec's FCPA Case

    Stacey Sprenkel

    Vincente Garcia, former head of Latin American sales for SAP International Inc., recently pled guilty in San Francisco federal court to violations of the Foreign Corrupt Practices Act and settled civil FCPA charges brought by the U.S. Securities and Exchange Commission, underscoring the agencies' continuing focus on the technology sector and Northern California in general, say attorneys with Morrison & Foerster LLP.

  • Price Impact Analysis — Where The Halliburton Court Erred

    Bjorn I. Steinholt

    The Northern District of Texas’ July 2015 decision in Halliburton has already been touted as a “bellwether” opinion on how to prove the absence of price impact to defeat class certification. Unfortunately, the opinion is based partly on a common fallacy — that the absence of statistical significance proves the absence of price impact, says Bjorn Steinholt, managing director at economics consulting firm Caliber Advisors Inc.

  • A Look At The Modern Business Judgment Rule

    D. Gordon Smith

    The Delaware courts have made innovative use of the business judgment rule in cases involving takeover defenses, controlling stockholder transactions and stockholder ratifications. The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference, says D. Gordon Smith, professor of law and associate dean at Brigham Young U... (continued)

  • How Regulation A Can Help M&A Practitioners

    Peterson_Christopher_KayeScholer.jpg

    Regulation A may be particularly useful in circumstances where a potential acquirer wants to issue equity securities without registration but the facts of the proposed acquisition limit the availability of the Regulation D exemption, says Christopher Peterson of Kaye Scholer LLP.

  • The Political Implications Of UK's Tom Hayes Verdict

    Elly Proudlock

    The conviction and sentencing of Tom Hayes for his part in the manipulation of the London interbank offered rate is an important win that will undoubtedly embolden the U.K. Serious Fraud Office and may help ensure that a proposal to abolish the SFO does not resurface anytime soon, say Elly Proudlock and David Rundle of WilmerHale.

  • 3 Ethical Traps For 'Gladiator' Litigators

    Debra Squires-Lee

    Olivia Pope, the D.C. lawyer at the heart of the television drama "Scandal," calls herself and her team "gladiators in suits." By that, she means that she is willing to fight for her clients like a gladiator thrown into the arena. While it may be good for TV drama, thinking like a gladiator in reality can get litigators into trouble. Consider the top three ethical mistakes, say Sherin and Lodgen LLP partners Debra Squires-Lee and C... (continued)