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Securities
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June 17, 2013
Warnaco Shareholder Settles Challenge To $2.9B PVH Buyout
Fashion house The Warnaco Group Inc. and its board of directors have settled a putative securities class action in New York state court alleging the firm's deal to be purchased for $2.9 billion by competitor PVH Corp. undervalued the company, according to court documents made available Monday.
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June 17, 2013
Lehman Trustee Trims $8.5M Off Affiliate's Claim
Lehman Brothers Holdings Inc.’s trustee on Monday secured a deal that will shave $8.5 million off a Curacao-based affiliate’s customer claim against the estate, the latest in a series of recent deals the trustee has landed to maximize the recovery of customers and general creditors.
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June 17, 2013
StellarOne Shareholder Rips $445M Community Bank Deal
A StellarOne Corp. shareholder Friday filed a proposed class action against the Virginia community bank seeking to block its $445 million merger with Union First Market Bankshares Corp., saying the deal's structure could shortchange StellarOne shareholders while benefiting the company's officers.
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June 17, 2013
$2M Attys' Fee Bid Junked In Wells Fargo Mortgage Suits
A California federal judge Friday significantly shrank a $1.8 million attorneys' fee request for Wells Fargo & Co. and now-defunct Wachovia Corp. investors, finding that work involved in two shareholder derivative suits over subprime mortgages warranted less than half of the amount requested.
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June 17, 2013
JPMorgan Can't Shake MBS Fraud Claims In $300M Ambac Suit
Ambac Assurance Corp. can pursue fraud claims against JPMorgan Chase & Co. over residential mortgage-backed securities it insured because the deal closed so quickly that the bond insurer might not have had a chance to review the loan files, a New York state judge ruled Monday.
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June 17, 2013
Nasdaq, CBOE Targeted In 2nd Blitz Of Suits Over Router IP
Nasdaq OMX Group Inc., CBOE Holdings Inc., and eight other securities-trading firms were each hit with a lawsuit in Delaware federal court Friday accusing them of using technology that allegedly infringes a patent on multicast Internet routers, the second such round of lawsuits from a Virginia-based patent-leveraging company.
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June 17, 2013
2nd Circ. To Review Class Cert. In Madoff Feeder Fund Suit
The Second Circuit said Friday it will review a judge's decision to certify a class of institutional investors who claim several fund administrators and an auditor helped a feeder fund for Bernard Madoff funnel the investors' money into the notorious Ponzi scheme.
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June 17, 2013
HSBC Blasts Deutsche Dismissal Bid In $615M RMBS Dispute
HSBC Bank USA NA on Friday hit back at a Deutsche Bank AG unit's bid to dismiss a New York federal suit accusing Deutsche of misrepresenting $615 million in risky mortgage loans underlying residential mortgage-backed securities, saying it wasn't contractually barred from filing the suit.
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June 14, 2013
Buchanan Ingersoll Pays $12M To End Adelphia Investor Suit
Buchanan Ingersoll & Rooney PC has reached a $12 million settlement with lead plaintiffs in a putative class action arising from multidistrict litigation over alleged artificial inflation of Adelphia Communications Corp.'s debt securities more than a decade ago, according to documents filed Friday in New York federal court.
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June 14, 2013
Office Depot Must Hold Election Despite Merger Plan, Suit Says
A major common stockholder of Office Depot Inc. sued the company Thursday to force it to have its annual shareholder meeting regardless of when the proposed $1.2 billion merger with rival OfficeMax Inc. closes.
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June 14, 2013
2nd Circ. Asked to Reboot BlackBerry Shareholder Suit
A Research in Motion Ltd. investor Thursday urged the Second Circuit to revive a securities fraud class action over a string of failed products, saying a lower court gave executives at the BlackBerry-maker too much leeway when reviewing their statements to investors.
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June 14, 2013
Tourre Shouldn't Pin Blame On Goldman Lawyers, SEC Argues
Ex-Goldman Sachs Group Inc. trader Fabrice Tourre, accused of defrauding clients, should not be allowed to argue that lawyers vetted financial products he helped create, the U.S. Securities and Exchange Commission argued Friday.
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June 14, 2013
Pearlman Victims To Get 4% Of Losses Under Ch. 11 Plan
The court-appointed trustee in the bankruptcy case of boy-band impresario Lou Pearlman filed a Chapter 11 liquidation plan Wednesday that would pay victims of Pearlman's $300 million Ponzi scheme 4 percent of their claims in the next few months if it is approved.
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June 14, 2013
SEC's 2nd Whistleblower Award Is Tip Of The Iceberg
The U.S. Securities and Exchange Commission doled out just its second whistleblower award Wednesday, but attorneys say an influx of bounties is likely to arrive soon as the agency looks to prove cynics of the program wrong.
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June 14, 2013
Chesapeake Shareholders Reject More Power For Themselves
Chesapeake Energy Corp. shareholders rejected changes Friday to the Oklahoma oil-and-gas company's corporate governance structure that would have made it easier for shareholders to replace its board members, proposals that the board itself had offered.
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June 14, 2013
Belo Shareholder Bucks $2.2B Gannett Takeover
A shareholder of Texas television company Belo Corp. launched a proposed class action Friday challenging the company's proposed $2.2 billion acquisition by Gannett Co. Inc., saying the acquisition is priced too low for Belo shareholders.
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June 14, 2013
$18M In Lawyer Payouts Added To Starr's Fraud Liability
Convicted Ponzi schemer Kenneth I. Starr is jointly liable for the $18 million his convicted ex-attorney owes to victims of the scheme, a New York federal judge ruled Wednesday, adding on to a previous $30 million restitution order.
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June 14, 2013
Berkshire Offers Up Insurance Claim Details After SEC Probe
Warren Buffett's Berkshire Hathaway Inc. has agreed to be more transparent with shareholders about its catastrophe insurance claims and its reserve adjustment policies in response to a U.S. Securities and Exchange Commission inquiry, according to documents made available Thursday.
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June 14, 2013
Businessman Says FCPA 'Tampering' Was To Stop Extortion
A French businessman charged with attempting to obstruct a U.S. bribery investigation into BSG Resources Ltd.’s efforts to secure mining rights in Guinea told a New York court Thursday that he is innocent and was only attempting to stop a blackmail plot.
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June 14, 2013
Sealing The Deal: Weil Reps Lehman In $4B Claims Sale
As bankruptcy counsel for Lehman Brothers Holdings Inc., attorneys at Weil Gotshal & Manges LLP advised in the sale of more than $4.22 billion of the company’s general unsecured claims against brokerage affiliate Lehman Brothers Inc., achieving an early distribution to creditors through an innovative auction.
Expert Analysis
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IRS Doesn't Waver When Interpreting REIT ‘Real Estate’
Notwithstanding recent press stories to the contrary, the IRS has not expanded the definition of “real estate” to make the REIT structure more widely available than Congress originally intended. Rather, the IRS has interpreted the definition with remarkable consistency — which we believe will continue with Iron Mountain's planned conversion to a real estate investment trust, say attorneys with Skadden Arps Slate Meagher & Flom LLP.
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Watch Your Swaps And Derivatives Termination Payments
The financial crisis of 2008 has resulted in the termination of a large amount of swaps and derivatives transactions, and the calculation of termination payments is undergoing greater scrutiny. In spite of being hailed as the more objective method, "market quotation" results cannot always be taken at face value. The ultimate determination of commercial reasonableness depends on the facts and circumstances of each case, say Prateek Shah and Michael Sadler of Finance Scholars Group.
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How To Secure Your D&O Liability Insurance Lifelines
The best time to fix D&O insurance issues is when the sailing is smooth — not when the corporate yacht is about to sink. A number of specific issues should be at the top of any director’s and officer’s list, say Paul Ferrillo and Ronit Berkovich of Weil Gotshal & Manges LLP.
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SEC’s Golden Years Of Accounting-Fraud Cases May Be Over
In the years since the U.S. Securities and Exchange Commission last placed major emphasis on accounting fraud, the world of financial reporting has changed. In 2013, the SEC faces different challenges, and probably more difficult ones, says Andrew Morris of Morvillo LLP.
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Gov't Missteps Have Created Leverage For Corporations
Seventeen high-profile federal cases over the past four years may provide corporations with greater leverage in negotiating resolutions to federal criminal investigations. The significant missteps by government prosecutors may have undermined the way in which judges view the government, say attorneys with Paul Hastings LLP.
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Mediators, Expand Your Tool Kit In Complex Litigation
The resolution of class actions or multidistrict litigation cases can present a number of challenges that call for the utmost in the mediator's skill and understanding. Though there is no typical complex litigation case, a mediator needs to recognize the special levels of complexity in these cases, such as litigating against "repeat players" and handling "follow-on" cases, says James Rosenbaum of JAMS.
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4 Lessons From Total's FCPA Settlement
In addition to the magnitude of Total SA’s Foreign Corrupt Practices Act settlement, the case is notable for the vintage of the misconduct and investigations, the appointment of an independent compliance monitor, the continued expansion of international enforcement cooperation, and the number of classic FCPA risk factors involving third parties present in the charged conduct, say attorneys with Morrison & Foerster LLP.
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We Need Mediation In E-Discovery
While parties may be hesitant to allow a nonjudicial proceeding to dictate their discovery needs, the level of expediency and the cost-effective nature of e-discovery mediation far outweigh any benefit to litigating these procedural components, say Daniel Garrie and Salvatore Scibetta of Law & Forensics LLC.
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FRCP Amendments Could Change Discovery As We Know It
On June 3, the federal judiciary’s Committee on Rules of Practice and Procedure approved for publication proposals to limit the scope of discovery under the Federal Rules of Civil Procedure. The proposed amendments appear well targeted to aggressively rein in a discovery process that many believe has gotten out of control in too many cases, say attorneys with Reed Smith LLP.
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5 Lessons From The Nasdaq Settlement
The U.S. Securities and Exchange Commission has fined the Nasdaq Stock Market LLC and Nasdaq Execution Services LLC $10 million for violations arising from the initiation of trading in Facebook Inc., following Facebook’s initial public offering. Although Nasdaq is an exchange and the settlement does not charge failure to supervise, it offers five important lessons for broker-dealers about supervision of trading systems, say Richard Wallace and Michael Overly of Foley & Lardner LLP.