Securities

  • July 28, 2016

    Riverstone Brass Can’t Dodge Suit Over $94M Merger

    Claims of unfair dealing by directors of Texas-based property management company Riverstone National who passed up a major investment opportunity and then "obliterated" some challenge rights by approving a $94 million merger just ahead of a lawsuit survived a dismissal bid in Delaware Chancery Court on Thursday.

  • July 28, 2016

    2 More Charged In Miami In Shell Companies Stock Fraud

    Federal authorities filed charges Thursday against two more stock promoters in Florida who they say helped operate a $6 million pump-and-dump scheme in which they issued shares in fraudulent shell companies and sold them to investors at a profit.

  • July 28, 2016

    Rothstein Feeder Fund Settles With Insurers For $2.2M

    A Florida bankruptcy judge on Thursday approved a $2.2 million deal between the trustee liquidating an investment fund that fed into jailed attorney Scott Rothstein's $1.2 billion Ponzi scheme and two insurers over their attempts to dodge millions in commercial crime insurance coverage.

  • July 28, 2016

    Commodity Pool Operator To Pay $480K To Settle Fraud Case

    A U.S. Commodity Futures Trading Commission fraud suit against a Georgia commodities pool operator ended Thursday with the entry of a $480,000 settlement.

  • July 28, 2016

    Ex-JPMorgan Banker's Dad Shared Inside Info, Jury Hears

    A onetime business associate of former JPMorgan Chase & Co. investment banker Sean Stewart's father on Thursday told a Manhattan jury of how he traded in health care company stock after the elder Stewart slipped him tips, which prosecutors say were based off inside information.

  • July 28, 2016

    Shareholders Certified In Tile Co.'s China Ties Suit

    A Minnesota federal judge certified a class of shareholders who claim a specialty tile retailer misled investors about its intertwined professional and personal relationships with an exporter and a supplier in China, ruling Thursday that the shareholders reasonably relied on the market for share price information.

  • July 28, 2016

    Redstone's Faculties Still At Issue In Viacom CEO Row

    A Massachusetts judge refused to quash allegations that media mogul Sumner Redstone did not know what he was doing when he removed Viacom Inc. CEO Philippe Dauman from the company's controlling trust, saying Thursday that questions over Redstone’s capacity remain in play.

  • July 28, 2016

    2 Emissions Cases Against Daimler Consolidated In Calif.

    A California federal judge has consolidated two class actions against Daimler AG over emissions testing “defeat devices” in certain Mercedes models and has approved Labaton Sucharow LLP as lead counsel.

  • July 28, 2016

    SEC Updates Rules For Administrative Proceedings

    New rules of practice governing the U.S. Securities and Exchange Commission's administrative proceedings, including extending the prehearing period up to 10 months, are set to become effective 60 days from Friday when the amendments are set to be published in the Federal Register.

  • July 28, 2016

    Hercules Equity Holders Object To Ch. 11 Plan Releases

    Hercules Offshore Inc. equity holders filed an objection Wednesday in Delaware bankruptcy court against the company’s prepackaged Chapter 11 plan, challenging liability releases for directors, officers and lenders and claiming the plan was not proposed in good faith.

  • July 28, 2016

    House Science Chair Blasts NY, Mass. AGs' Subpoena Refusal

    The Republican chairman of the House Committee on Science, Space and Technology said Wednesday he was “disappointed” that the attorneys general of New York and Massachusetts refused to comply with a subpoena scrutinizing their fraud investigations into whether ExxonMobil misled consumers and investors about climate change.

  • July 28, 2016

    Texas Oilfield Co. Settles SEC Suit Over $12M Ponzi Scheme

    A Texas oilfield equipment vendor and its owner consented Wednesday to a civil judgment in response to a U.S. Securities and Exchange Commission complaint alleging that they carried out a Ponzi scheme that defrauded investors of more than $12 million using false promises that reselling used equipment would produce large profits.

  • July 28, 2016

    Grant & Eisenhofer Loses Bernstein Liebhard Fee Fight

    A New York federal judge said Thursday that Grant & Eisenhofer PA is not entitled to a bigger chunk of fees for work it did with Bernstein Liebhard LLP in long-running securities litigation involving Fannie Mae, saying the firms’ fee-sharing agreement hinged on a condition that wasn’t met.

  • July 28, 2016

    Credit Suisse, Cushman Nix $86M Resort 'Loan-To-Own' Suit

    Resort property owners lost their suit accusing Credit Suisse AG and real estate firm Cushman & Wakefield inc. of a so-called loan-to-own scheme, with an Idaho federal court ruling on Wednesday that they hadn't shown the bank's allegedly inflated loans to developers undermined the development.

  • July 28, 2016

    Trading Co. Fights CFTC Penalties Over Money Pass Scheme

    Kering Capital Ltd. wants an Illinois federal judge to free it from punishment by the Commodity Futures Trading Commission after the daughter of the firm's founder allegedly engaged in a "money pass" scheme to benefit the company while trading with Tanius Technology LLC, contending it was unaware of any wrongdoing.

  • July 28, 2016

    Baker & McKenzie Snags Former Top Calif. US Atty

    Baker & McKenzie LLP has snared a top federal prosecutor with almost two decades in the U.S. Department of Justice for its litigation and government enforcement practice, the firm announced Thursday.

  • July 28, 2016

    SeaWorld Knew Movie Hurt Ticket Sales, Investor Says

    An investor who filed a putative class action suit against SeaWorld Entertainment Inc. for allegedly failing to tell shareholders a critical 2013 documentary caused an attendance drop at its theme parks told a California court Wednesday that the company clearly knew the film would hurt its business.

  • July 28, 2016

    $1B-Plus Del. Chancery Ponzi Claims Moved to Fed. Court

    A Delaware Chancery Court proposed class action claiming damages from a “Ponzi-like” scheme involving real estate trusts and insider deals topping $1 billion moved toward federal court Thursday, part of a widening circle of litigation centered on interests of Texas-based United Development Funding III.

  • July 28, 2016

    Couple In EB-5 Probe Seek Shield Against Self-Incrimination

    A couple the U.S. Securities and Exchange Commission accused of using the EB-5 immigrant investor program to scam nearly $27 million from Chinese investors in a cancer clinic asked a California federal judge Wednesday to free them from disclosing financial documents and investor funds they say could be incriminating.

  • July 28, 2016

    Judge Freezes Accounts In Amusement Park Bond Scheme

    A Georgia federal judge Wednesday granted the U.S. Securities and Exchange Commission’s motion for an asset freeze against three executives the agency claims diverted $5.6 million in investors' money from an Atlanta amusement park project.

Expert Analysis

  • Cos. Face Greater Fraudulent Transfer Risks Post-Lyondell

    Mark Maloney

    A New York federal court's decision this week in the case of Lyondell Chemical Co. is a stark reminder of how principles of agency law can result in the imputation of a single officer’s or director’s fraudulent intent on an entire company for purposes of actual fraudulent transfer claims, say attorneys with King & Spalding LLP.

  • Clayton Act Takeaways From Tullett Prebon-ICAP Deal

    Michael B. Bernstein

    The U.S. Department of Justice's recent settlement with ICAP and Tullett Prebon — restructuring their proposed $1.5 billion transaction — serves as an important reminder that Clayton Act Section 8 is not only a compliance issue, but also an important consideration in mergers and acquisitions and other areas that may affect the composition of a board of directors, say Michael Bernstein and Francesca Pisano of Arnold & Porter LLP.

  • Bridging The Divide Between Banks And Marketplace Lenders

    Anthony R.G. Nolan

    The increasingly close relationship between banks and marketplace lending platforms, as well as the uncertainty surrounding state usury limits, have led to speculation that marketplace lenders may ultimately obtain bank charters. A fundamental issue is whether the equity and institutional investment markets will provide a stable long-term source of funding for the industry, say attorneys with K&L Gates LLP.

  • OPINION: Our Juries Are Being Circumvented

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    The Freddie Gray case and the U.S. Supreme Court ruling regarding former Virginia Governor Robert McDonnell demonstrate how the government replaces juries, eliminating an important community decision maker and a check on governmental power, says Professor Suja Thomas of the University of Illinois College of Law.

  • Active Vs. Passive Investing: The Struggle Of 2 Agencies

    Ethan A. Klingsberg

    Recent efforts by the U.S. Department of Justice and the U.S. Securities and Exchange Commission to determine where to draw the line between active and passive investing will have an immediate impact on hedge fund activism. The results of the two agencies’ efforts — in pursuit of different policy objectives — will become increasingly tricky and significant, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • Legal Aid, Meet Legal Tech

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    Because there will never be enough free lawyers to satisfy demand from low-income Americans, we need to leverage technology to allow the legal expertise of one lawyer to reach hundreds or thousands of clients at once, say Jonathan Petts and Rohan Pavuluri, co-founders of startup nonprofit Upsolve.

  • When Minority Stockholders Take Control

    Samuel Waxman

    It is a mistake to assume that a stockholder that does not own 51 percent of a company’s equity is free from the constraints that apply to controlling stockholders. Recent Delaware cases provide key insight into when minority stockholders can be deemed controlling stockholders, and the level of judicial review that applies to agreements with affiliates of the controlling stockholders, say attorneys with Paul Hastings LLP.

  • Merger Price Vs. Discounted Cash Flow: A Study Of Dell

    Boris J. Steffen

    Rejecting the contention by Dell Inc. that the final merger consideration was the best evidence of its fair value, the Delaware Chancery Court recently concluded that the fair value of Dell's common stock at the time it was taken private was approximately 28 percent higher than the final merger price. RSM US LLP's Boris Steffen, who frequently serves as a testifying expert in M&A litigation, dissects the court's analysis and highli... (continued)

  • Testing The UBE: Portable But Inaccurate Bar Exam Scores

    Suzanne Darrow-Kleinhaus

    While there is not much that is new about the uniform bar exam’s components, what is new is that where you take the bar exam may make the difference between passing and failing. Half of the score depends on the strength of the applicant pool in the jurisdiction where the candidate wrote the exam, which may lead to “UBE shopping,” says Suzanne Darrow-Kleinhaus, director of bar programs at Touro Law Center.

  • Latest FCPA Deal Validates Pilot Program

    William Steinman

    The U.S. Department of Justice's recent decision to close its Foreign Corrupt Practices Act investigation of Johnson Controls without charges provides a glimmer of hope that self-disclosure under the so-called pilot program might just be worthwhile, says William Steinman of Steinman & Rodgers LLP.