Securities

  • August 28, 2015

    5 Insights From 3M General Counsel Ivan Fong

    Going in-house for the right reasons and for the right company can be one of the most rewarding professional decisions you can make. It also comes with a certain amount of risk, for your career may rise or fall due to business or industry tailwinds or headwinds beyond your control, says Ivan Fong, general counsel for 3M Company and former GC of the U.S. Department of Homeland Security.

  • 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.

  • August 27, 2015

    SEC Appeals Latest Loss Over Admin Judges To 2nd Circ.

    The U.S. Securities and Exchange Commission on Thursday appealed to the Second Circuit a New York federal judge’s decision to block its in-house case against a former Standard & Poor’s Ratings Services executive, in which the court said the agency's process for appointing judges is "likely unconstitutional."

  • August 27, 2015

    Ex-Telecom Heads Can't Nix SEC’s Witness In FCPA Case

    A New York federal judge will allow a deposition of the Macedonian secret service’s ex-chief in the Foreign Corrupt Practices Act trial of three former executives of a Hungarian telecommunications company, ruling the deposition’s problems do not doom the testimony.

  • August 27, 2015

    UBS To Pay $1.7M To Settle US Sanctions Law Violations

    The U.S. Department of the Treasury on Thursday said UBS AG has agreed to pay $1.7 million to resolve claims the Swiss bank processed hundreds of U.S. securities transactions for a customer on the U.S. sanctions list for persons associated with terrorism.

  • August 27, 2015

    Ex-BankAtlantic CEO Refused Retrial In SEC Fraud Suit

    A Florida federal judge on Thursday denied former BankAtlantic Bancorp Inc. CEO Alan Levan a retrial on the U.S. Securities and Exchange Commission's allegations he hid weaknesses in the bank's commercial real estate portfolio from investors.

  • August 27, 2015

    CFTC Can Restart Claim Against Convicted Ex-Sentinel CEO

    The U.S. Commodity Futures Trading Commission can seek a civil judgment against former Sentinel Management Group Inc. CEO Eric A. Bloom while he appeals his 2014 conviction for running a scheme that bankrupted the investment firm and cost victims $665 million, an Illinois federal judge ruled Thursday.

  • August 27, 2015

    Lumber Liquidators Investors Say Ex-Exec Led China Deals

    A proposed class of aggrieved investors lambasted the former chief merchandising officer of Lumber Liquidators Holdings Inc., telling a Virginia federal court Wednesday that the former executive was directly responsible for acquiring illegally sourced wood from China and should therefore not be dismissed from a securities fraud lawsuit against the company.

  • August 27, 2015

    CFTC Ratchets Up Retail Forex Protections After Swiss Shock

    The U.S. Commodity Futures Trading Commission enshrined new protections Thursday for retail forex investors in response to January's Swiss franc market shock, but at least one commissioner said the high leverage ubiquitous in retail forex was still a “recipe for financial disaster.”

  • August 27, 2015

    SEC Official Calls For Transparency On Bank Waivers

    A top U.S. Securities and Exchange Commission official on Thursday said the agency should be more transparent about its process for giving regulatory waivers to lawbreakers, amid criticism that Wall Street banks too often get a free pass.

  • August 27, 2015

    Debevoise's DQ Sought In $610M Culligan Buyout Row

    Shareholders suing private equity firm Clayton Dubilier & Rice LLC and others over a $610 million leveraged buyout of water treatment product company Culligan Ltd. have sought to disqualify defense-side counsel Debevoise & Plimpton LLP over its alleged involvement in underlying transactions.

  • August 27, 2015

    Merck Can’t Dodge Fraud Case Over Vytorin Trials

    Merck & Co Inc. on Wednesday lost its bid to dismiss separate complaints of four institutional funds claiming it misrepresented results of a clinical trial of its anti-cholesterol drug Vytorin, when a New Jersey federal court said statutes of repose have been tolled and the accusations are sufficient to go forward.

  • August 27, 2015

    Terrorism Financing Gaining Ground As Bank Litigation Risk

    Although litigation against banks stemming from the 2008 financial crisis is winding down, financial institutions need to remain on guard for new types of cases, including cases related to terrorist financing and anti-money-laundering program failures, according to a report from Debevoise & Plimpton LLP.

  • August 27, 2015

    Etsy Investors Slam IPO Fraud Suit’s Removal To Fed. Court

    A putative class of Etsy Inc. investors urged a California federal court Wednesday to remand a securities class action alleging fraud related to the company's initial public offering, saying the Securities Litigation Uniform Standards Act of 1998 renders the suit’s removal from state court improper.

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)