Securities

  • January 27, 2015

    Bribery Charges Over BNY Mellon's Wealth Fund Interns Loom

    Bank of New York Mellon Corp. has revealed that it may face bribery charges over internships it allegedly gave to relatives of sovereign wealth fund officials, following an investigation by the U.S. Securities and Exchange Commission.

  • January 27, 2015

    Investors Want OK For $2M Deal In Suit Against Chinese Co.

    A proposed class of investors asked a New Jersey federal court to preliminarily approve the class and a $2 million settlement with Universal Travel Group, a Chinese company accused of securities fraud, arguing that because China does not enforce U.S. judgments, the settlement is the best chance of investors getting any money back at all.

  • January 27, 2015

    Investment Firms Sue Merck Over Misleading Vioxx Claims

    Kuwait’s sovereign investment fund and a pair of investment management firms sued Merck & Co. Inc. in New Jersey federal court Friday, accusing the company of misleading investors over now-withdrawn arthritis treatment Vioxx, after the plaintiffs previously dropped out of a related multidistrict litigation.

  • January 27, 2015

    Feds' $5B Suit Against S&P Gets September Trial Date

    A California federal judge on Tuesday set a late-September trial date for the federal government's $5 billion suit against Standard & Poor's Financial Services LLC over inflated mortgage-backed securities ratings, saying the trial could last as long as four months.

  • January 27, 2015

    Judge Won't Move Petters Ponzi Scheme Suit To Fed Court

    A Minnesota federal judge has ended a suit seeking to move a transfer suit by the Petters trustee out of bankruptcy court and to district court, saying Opportunity Finance LLC’s motion to do so was egregiously tardy.

  • January 27, 2015

    Embattled Aerospace Co. Head Wins Stay Of Shareholder Suit

    A California federal judge on Monday paused a proposed shareholder class action against aerospace technology company Valley Forge Composite Technologies Inc., providing breathing room for a co-founder to fight charges stemming from allegedly illegal microcircuit sales to Hong Kong and China and participate in the company's bankruptcy proceedings.

  • January 27, 2015

    HP Investors Push For Cert. In Suit Over $11B Autonomy Buy

    A group of investors suing Hewlett-Packard Co. over the fallout from the company's $11 billion acquisition of Autonomy Corp. urged a California federal judge on Monday to certify their class and reject HP’s argument that they profited from the buyout.

  • January 27, 2015

    Yahoo To Spin Off Rest Of Alibaba Stake To New Company

    Yahoo Inc. said Tuesday it will spin off its remaining 15 percent stake, worth about $40 billion, in Alibaba Group Holding Ltd., potentially avoiding a proxy battle with Starboard Value LP after the tech company made $9.4 billion in the Chinese e-commerce giant’s record initial public offering last year.

  • January 27, 2015

    Securities Group Of The Year: Cravath Swaine & Moore LLP

    Cravath Swaine & Moore LLP had a banner 2014 that included winning the appeal upholding the dismissal of a $2 billion shareholder suit against Xerox Corp., a precedent-setting victory enforcing a foreign forum-selection bylaw, among others, earning a spot among Law360’s Securities Practice Groups of the Year.

  • January 27, 2015

    Pfizer Strikes $400M Deal To End Shareholder Suit

    Pfizer Inc. has reached a $400 million settlement to avoid an upcoming trial in a class action claiming the company misled investors about an alleged off-label drug marketing scheme, the pharmaceutical giant said Tuesday in a regulatory filing.

  • January 27, 2015

    Slice Of Silverstein's 3 WTC Debt Put On Crowdfunding Site

    Fundrise LLC, a crowdfunding platform, announced Tuesday that it was offering investment opportunities into a piece of bond debt for Silverstein Properties’ 3 World Trade Center project in downtown Manhattan.

  • January 27, 2015

    Sam Wyly's Ex-Wife Sues For Cut Of Disputed Stock Holdings

    The ex-wife of Sam Wyly on Monday sued the former Michael’s Stores Inc. chairman in Texas bankruptcy court, saying the former billionaire concealed the amount of stock he controlled during their divorce proceedings.

  • January 27, 2015

    CFTC Commish Urges Regulators To Ease Up On End Users

    Commodity Futures Trading Commissioner J. Christopher Giancarlo on Monday called on the agency to ease up on end users, saying they have suffered too much as a result of Dodd-Frank reforms and other new regulatory requirements on swaps trading.

  • January 27, 2015

    FHFA Chair Defends Looser Lending From Lawmakers’ Attacks

    The chair of the Federal Housing Finance Agency deflected claims from his former congressional colleagues Tuesday that the agency’s initiative to lower down payments for government-sponsored mortgages could land the nation in another financial crisis, saying heightened criteria for the loans will prevent massive defaults like those seen in 2008.

  • January 27, 2015

    Dutch Court Says Russian Cyberthief Suspect Belongs In US

    A Dutch court said Tuesday that Vladimir Drinkman, accused along with four other men of stealing more than 160 million credit card numbers in what American authorities call the largest identity theft ring they've ever prosecuted, may be extradited to the U.S. for criminal proceedings in New Jersey federal court.

  • January 27, 2015

    Tehran Investment Firm To Launch 1st Iranian ETF

    A Tehran-based investment firm said Tuesday it plans to launch Iran's first exchange-traded fund modeled after the country's top stocks, hoping ultimately to invite foreign investors if international sanctions are lifted.

  • January 27, 2015

    Ex-SEC Enforcement Leader Heads To Gibson Dunn

    A former assistant director of the U.S. Securities and Exchange Commission's Enforcement Division has left O'Melveny & Myers LLP for Gibson Dunn, the firm announced Monday.

  • January 27, 2015

    EHealth Accused Of Failing To Warn Investors Of Shortfall

    San Francisco Bay Area-based online health insurance marketplace eHealth Inc. was slapped with an investor class action on Monday claiming the company misled investors by pushing optimistic projections despite knowing a shortfall of revenue was imminent.

  • January 27, 2015

    Golfer Alleges Unfair Prosecution In Insider Trading Case

    A Massachusetts man accused of participating in an insider trading ring with several “golfing buddies” argued in a Monday court filing that the government had unfairly singled him out for criminal prosecution while letting others, including a Holland & Knight attorney, escape with only civil charges.

  • January 27, 2015

    Under Activist Pressure, DuPont Unveils $4B Buyback

    DuPont Co., the chemicals giant under activist pressure to boost shareholder returns, said Tuesday it would repurchase as much as $4 billion in stock thanks to a dividend tied to the spinoff of its performance chemicals business.

Expert Analysis

  • And Now A Word From The Panel: 2014 JPML Practice Trends

    Alan E. Rothman

    At its December session, the Judicial Panel on Multidistrict Litigation considered the second attempt by a distributor of dietary supplements to create an MDL proceeding, raising the prospect of the first Hawaii MDL proceeding in nearly 20 years. But as we gear up for the panel hearing on Thursday, let's also consider how JPML trends of 2014 compare with prior years, says Alan Rothman of Kaye Scholer LLP.

  • Increasing Deference To Boards — But Not 'Anything Goes'

    Robert C. Schwenkel

    Over the past year, Delaware courts have continued a trend in their opinions toward increased judicial deference to the decisions of independent and disinterested directors. What has changed is the lens through which the courts view, and thus apply, the fundamental ground rules for review of a sale process, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • 10-K Conundrum: How SEC Filings Breed Employment Claims

    Jessica Linehan

    A recent Seventh Circuit decision provides a cautionary tale for employers deciding what level of detail about litigated matters to include in publicly disclosed U.S. Securities and Exchange Commission filings, say attorneys with Dorsey & Whitney LLP.

  • 2 Del. Decisions Offer Nuanced Guidance On Revlon Duties

    William P. Mills

    Careful analysis of two separate Delaware decisions reveal guidance on how boards should undertake to satisfy their Revlon duties in the context of a change-of-control transaction, and each case makes clear that a court will be reluctant to second-guess a target board’s reasonable judgment absent a basis to question its motivations, say attorneys with Cadwalader Wickersham & Taft LLP.

  • Once More Unto The Breach — Rehearing In Newman?

    Eugene Ingoglia

    On Friday, the U.S. Attorney’s Office for the Southern District of New York decided to seek appellate review of several aspects of the recent insider-trading decision in U.S. v. Newman and Chiasson. En banc rehearing petitions are rarely granted in any circuit, and are particularly rare in the Second Circuit, which hears the fewest number of rehearings of any circuit in the country, say Eugene Ingoglia and Gregory Morvillo of Morvillo LLP.

  • An Underused Arsenal Of Securities Suit Defenses

    Jonathan W. Hackbarth

    Both case law and academic studies indicate that 20 years after its enactment, the Private Securities Litigation Reform Act is not being used as zealously as either Congress intended or its provisions allow. Given the chilling effect that the PSLRA’s mandatory Rule 11 review should have on frivolous securities lawsuits, why isn’t this provision more frequently invoked? asks Jonathan Hackbarth of Quarles & Brady LLP.

  • Prepare Now For New Anti-Corruption Program Expectations

    Rex Homme

    The scrutiny surrounding Foreign Corrupt Practices Act compliance is about to become even sharper with a recent report that the FBI will triple the number of agents dedicated to investigating potential violations. The increased manpower, coupled with the U.S. Securities and Exchange Commission’s continued investment in data analytics tools, sends a strong message, say members of StoneTurn Group LLP.

  • A Data Security Checklist For Companies Hiring Law Firms

    Jenn Topper

    We trust our law firms with huge amounts of data, whether in or out of discovery, investigations or litigation. All too often, we have relied on privilege, confidentiality and attorney ethics as a proxy for data protection and information security. But in fact, law firms ought to be held to a much more stringent standard — and in-house counsel would be wise to begin with a number of specific inquiries, says legal industry consultan... (continued)

  • Gelboim Does Little To Limit MDL Court Appeals Discretion

    Adam T. Schramek

    While the U.S. Supreme Court’s Gelboim v. Bank of America ruling is an important one in multidistrict litigation jurisprudence, it ultimately does little to impinge on the wide discretion MDL courts have in deciding what gets appealed and when. District courts continue to possess the tools needed to avoid final judgments during pretrial MDL proceedings, say Adam Schramek and Eric Hoffman of Norton Rose Fulbright US LLP.

  • State Of D&O Indemnification Under NY Business Corp. Law

    Joan M. Secofsky

    As recent case law demonstrates, attempts to use the power to indemnify directors and officers as a strategic weapon against minority shareholders may backfire, causing the corporation to pay legal fees for all combatants. Meanwhile, practitioners who believe they understand the New York rules on indemnification may be startled by how much of this area is controlled by statute, say Richard Janvey and Joan Secofsky of Diamond McCarthy LLP.