Securities

  • December 7, 2016

    Chipotle Directors Duck Fat-Bonuses Suit

    A Delaware Chancery Court judge tossed an investor suit alleging fiduciary duty breaches by the board of Chipotle Mexican Grill Inc., saying Wednesday that the business judgment rule covered the restaurant chain directors' award of generous stock-based incentive bonuses to executives and the board.

  • December 7, 2016

    Judge Skeptical Of CFTC's 'Circular' Logic In DRW Trial

    The New York federal judge overseeing the U.S. Commodity Futures Trading Commission’s claims that DRW Investments manipulated futures contracts seemed skeptical of the agency’s theory as trial wrapped on Wednesday, telling a CFTC attorney her argument seemed “so circular as to be nonsensical.”

  • December 7, 2016

    Securities MVP: Gibson Dunn's Mark Kirsch

    Gibson Dunn's Mark Kirsch scored victories in securities litigation for UBS, Coty and Merck, along with a rare win against a collateral trustee for private equity magnate Lynn Tilton, showing the versatility of his practice and making him one of Law360's 2016 Securities MVPs.

  • December 7, 2016

    Tesla Shareholder Pressed On Records Demand Fraud Claims

    A stockholder attorney who invoked possible fraud by Tesla Motors Inc. while suing for release of company books and records was pressed by a Delaware vice chancellor Wednesday on potential fallout if the court approves the request based on unsubstantiated suggestions of wrongdoing.

  • December 7, 2016

    Stifel, Exec To Pay $24.6M To Settle $200M SEC Suit

    A Wisconsin federal judge slapped broker-dealer Stifel Nicolaus & Co. and a former top company executive with penalties totaling $24.6 million when he entered final judgment Tuesday to resolve a U.S. Securities and Exchange Commission suit accusing them of selling $200 million worth of risky collateralized debt obligations to school districts in 2006.

  • December 7, 2016

    Hedge Fund Manager Admits Stock Manipulation In China

    A high-profile hedge fund manager who helms Shanghai firm Zexi Investment pled guilty to manipulating stocks prices, a Chinese court has announced. 

  • December 7, 2016

    Adobe’s $540M TubeMogul Deal Challenged By Investors

    Advertising software company TubeMogul Inc.’s board of directors and CEO agreed to Adobe’s $540 million acquisition offer despite the deal’s overly restrictive terms and undervalued price, a proposed class of TubeMogul shareholders alleged in California federal court Tuesday.

  • December 7, 2016

    UBS, Banco Popular Unit See $5M Investor Suit Pared

    A Manhattan federal judge on Wednesday largely pared a $5 million proposed class action alleging that UBS AG and a Banco Popular subsidiary steered older investors into risky and volatile mutual funds, finding many claims to be time-barred.

  • December 7, 2016

    CFTC Hits SocGen With $450K Penalty For Unreported Swaps

    The U.S. Commodity Futures Trading Commission on Wednesday announced that it has ordered French financial services firm Societe Generale SA to pay $450,000 for failing to properly report certain swap transactions in 2014 and 2015 due to a software error.

  • December 7, 2016

    Navistar Agrees To Reforms After Securities Settlements

    Navistar International Corp. on Tuesday agreed to implement corporate governance reforms to settle a derivative lawsuit in Illinois federal court over allegedly false or misleading statements made about the development of a reduced-emissions engine, which already caused the company to pay millions of dollars to shareholders and the federal government.

  • December 7, 2016

    Software Co. Honcho Can't Claim $112M In 'Wizardry' Losses

    A U.S. Tax Court judge refused Tuesday to let a software company co-founder claim some $112 million in losses attributed to “tax wizardry” structured via a transaction meant to free up his business gains without selling a lot of stock or paying much in taxes.

  • December 7, 2016

    Abbott Asks Chancery Court To Kill $5.8B Alere Buyout

    Abbott Laboratories asked the Delaware Chancery Court on Wednesday to terminate its $5.8 billion buyout of Alere Inc., contending that a series of damaging disclosures after the deal was done resulted in a “substantial loss” in the diagnostics company’s value.

  • December 6, 2016

    Insider Trading Law Remains Murky After High Court Ruling

    The U.S. Supreme Court’s decision Tuesday upholding the government's insider trading case against Bassam Salman is a victory for prosecutors hampered by the Second Circuit’s Newman decision, experts said, but the justices' narrow holding won't resolve the long-standing question of who qualifies as a friend under the court's insider trading precedent.

  • December 6, 2016

    High Court Gets 2nd Petition On State Securities Suits

    FireEye Inc. wants the U.S. Supreme Court to decide once and for all that state courts can’t hear shareholders’ securities fraud claims under the Securities Act of 1933, asking the justices on Tuesday to take on its case and combine it with another the court is considering.

  • December 6, 2016

    Lender Asks 11th Circ. To Revive $7M Loan Suit Against Attys

    A lender seeking to revive a suit claiming three attorneys helped perpetuate a $130 million Ponzi scheme faced questions in the Eleventh Circuit on Tuesday about what it knew about the con man's financial situation before issuing him a $7 million loan.

  • December 6, 2016

    NFL Players Union Launches Business Incubator

    The NFL Players Association said Tuesday that it has launched a new business incubator that will look to help emerging sports-related companies grow by leveraging the licensing rights and advice of pro athletes as well as resources from venture capital and technology partners.

  • December 6, 2016

    GE Share Conversion Fight Survives Bid To Toss In Del.

    A Delaware vice chancellor on Tuesday declined to toss a proposed class action alleging that General Electric Co. misled stockholders who sold their involuntarily converted shares days before the company offered an exchange for a better price, saying that the investors have standing to sue.

  • December 6, 2016

    SEC Will Study Disclosures Ahead Of Revenue Rule Changes

    U.S. Securities and Exchange Commission staff will scrutinize disclosures in 2017 to see how companies are adapting to new revenue recognition rules set to take effect next December, the agency’s chief accountant said Monday — part of wider changes being made to generally accepted accounting practices.

  • December 6, 2016

    Investors Say PSG Case Should Continue Against Ex-Execs

    A group of investors in a class action suit alleging Performance Sports Group, the company behind sports equipment brands Bauer Hockey and Easton Sports, misled them about the now-bankrupt company's value asked a New York court Monday to allow their claims against a pair of company officers to proceed, saying the officers should not be allowed to use the bankruptcy proceedings as a shield.

  • December 6, 2016

    FINRA Fines Wells Fargo Units $1M Over Reports

    Two Wells Fargo subsidiaries have agreed in a settlement on Monday to pay $1 million to end the Financial Industry Regulatory Authority’s allegations that they failed to supervise their brokers’ use of a reporting system, which led to questions of whether financial reports were actually sent to consumers.

Expert Analysis

  • Withholding Changes For Dividend Equivalent Amounts

    Philip Gross.jpg

    Last year, the IRS issued final and temporary regulations pertaining to Section 871(m) of the U.S. Internal Revenue Code, which imposes a 30 percent U.S. withholding tax on dividend equivalent amounts paid or deemed paid on certain swaps and equity linked instruments. Funds should carefully consider the implications, say attorneys from Kleinberg Kaplan Wolff & Cohen PC.

  • 'Rep and Warranty' Insurance: Claims Study Analysis

    Mitchell L. Griffith

    Despite the rise of liability insurance in the United States, little information has been provided regarding claims under transaction liability insurance products. Mitchell Griffith of Thompson & Knight LLP and John McNally and Adam Wilhite of JLT Specialty USA discuss claims data and shed some light on the transaction liability insurance market.

  • The Personal Benefit Test Post-Salman

    Daniel J. Kramer

    In its first opinion addressing the scope of insider trading liability in nearly 20 years, the U.S. Supreme Court limited its holding in Salman to gifts to friends or relatives, providing little clarity about the scope of the personal benefit requirement outside of that context, say attorneys with Paul Weiss Rifkind Wharton & Garrison LLP.

  • Philip Hirschkop: Quietly Making Noise For 50 Years

    Randy Maniloff

    The first paragraph of Philip Hirschkop’s obituary is going to contain the word "Loving." That’s undeniable. But many of Hirschkop’s other cases are just as groundbreaking in their own right. They aren’t household names like Loving, but they have affected millions in the nation’s households, says Randy Maniloff of White and Williams LLP.

  • Bravo-Fernandez: Did The Court Incentivize Overcharging?

    Justin V. Shur

    The unanimous decision by the U.S. Supreme Court in the case of Juan Bravo-Fernandez and Hector Martinez-Maldonado v. United States appears to be a setback for criminal defendants, potentially providing prosecutors with another incentive to charge overlapping counts based on a single predicate offense, say Justin Shur and Lisa Bohl of MoloLamken LLP.

  • Segment Reporting Lessons From A Recent SEC Action

    Yafit Cohn

    PowerSecure’s failure to disclose inefficiencies in one part of its business, and its failure to take impairment charges due to its aggregation of businesses under its single reportable segment, may have been key factors in the U.S. Securities and Exchange Commission’s determination to pursue an enforcement action against the company, say attorneys with Simpson Thacher & Bartlett LLP.

  • Key 2016 Appraisal Decisions That Rejected Merger Price

    Ronald N. Brown III

    Three important cases in 2016 demonstrate that the Delaware Chancery Court will utilize other financial analyses to determine fair value where the merger price is not a reliable indicator, say Ronald Brown III and Keenan Lynch of Skadden Arps Slate Meagher & Flom LLP.

  • SEC Oversight Of Asset Managers: A Decade In The Making

    Julie M. Riewe

    Why have asset managers — and private fund managers in particular — recently come under intense scrutiny? A review of the record suggests that today’s heightened scrutiny dates back to 2004, says Julie Riewe, partner at Debevoise & Plimpton LLP and former co-chief of the U.S. Securities and Exchange Commission's Asset Management Unit.

  • A $650,000 Lesson In Cybersecurity Shortcomings

    Glen Kopp

    Lincoln Financial Securities Corporation's recent settlement with FINRA over the exposure of confidential customer information highlights the need for firms to scrutinize carefully both their own security policies and those of their third-party vendors, say Glen Kopp and Laura Prebeck Hang of Bracewell LLP.

  • Will The FCPA Get Trumped?

    Michael J. Shepard

    While we do not know what approach the Trump administration will actually take toward the FCPA, there is for the first time at least a reasonable chance that the long-standing upward trajectory of FCPA enforcement, and the industry that has grown around it, is at the top of a roller coaster, say Michael Shepard and Gejaa Gobena of Hogan Lovells.