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Securities
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May 17, 2013
Elliott, Compuware Extend Standstill, Keep Proxy Door Open
Elliott Management Corp., the hedge fund that offered to buy Compuware Corp. for $2.3 billion, was granted two more months to examine the corporation's finances and mull over a board shakeup, after an agreement was extended Thursday temporarily barring the fund from bulking up on the corporation’s stock.
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May 17, 2013
Icahn Loses Transocean Dividend Fight, But Wins Board Seat
Shareholders of offshore oil rigging giant Transocean Ltd. voted Friday to approve its board’s dividend proposal of $2.24 per share, rejecting activist investor Carl Icahn’s proposal for an annual dividend of $4 per share but electing one of his nominees to the board.
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May 17, 2013
Q&A With McKenna Long's Thomas Wardell
We need to accelerate training for lawyers in understanding financial statements as it is the basis for their corporate clients’ operations and the foundation for every diligence undertaking, whether for a financing, an acquisition or another major corporate project, says Thomas Wardell, a partner with McKenna Long & Aldridge LLP specializing in corporate finance and securities.
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May 17, 2013
Tessera, Under Siege, Attracts Another Hedge Fund
Tessera Technologies Inc., the semiconductor maker already fending off demands from one hedge fund shareholder, picked up another on Friday as SAC Capital Advisers LP disclosed a 5 percent stake.
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May 17, 2013
Shareholder Can't Get Head Start In S&P Suit, Judge Says
A Florida pension fund can't use a special proceeding to get an upper hand in before bringing a shareholder derivative suit against McGraw-Hill Financial Inc. over the role of its affiliate Standard & Poor's in the mortgage-backed securities crisis, a New York state judge ruled Friday.
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May 17, 2013
CFTC Says Bloomberg's Delay In Filing Sinks Swap Rule Case
The U.S. Commodity Futures Trading Commission on Thursday argued that Bloomberg LP's 18-month delay in challenging the agency's margin requirements for “swap” and “futures” derivatives showed that the company had no standing or good justification for seeking to block application of the rule.
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May 17, 2013
House Passes Bill To Ramp Up SEC Cost-Benefit Reviews
The U.S. House of Representatives on Friday passed legislation that would force the U.S. Securities and Exchange Commission to more closely analyze the costs and benefits of its regulations, following an acrimonious floor debate between Democrats and the law’s GOP sponsors.
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May 17, 2013
Sheppard Mullin Adds Securities Vet To Silicon Valley Office
Sheppard Mullin Richter & Hampton LLP has landed an experienced fund governance and securities lawyer to join its Palo Alto, Calif., office as a partner in its corporate practice group, the law firm announced Thursday.
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May 17, 2013
Sen. Wants US To Join UK, EU In Oil Price-Fixing Probes
Official concern over the European Commission's surprise inspections of several oil companies mounted Friday as an Oregon senator urged the U.S. Attorney General to join European agencies, which now include the U.K. Serious Fraud Office, in examining allegations of oil price-fixing that potentially target BP PLC and Statoil ASA.
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May 17, 2013
'Mentally Ill' Ex-DHB Exec Wins Fraud Sentencing Delay
The founder of body-armor maker DHB Industries Inc., convicted of insider trading in 2010, won a postponement Friday of his sentencing so the judge can consider a number of issues including whether an assessment that he is “seriously mentally ill" should impact his trial competency and sentencing.
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May 17, 2013
Wal-Mart Busts Its FCPA Budget By $30M In Q1
Wal-Mart Stores Inc. said Thursday it has spent $73 million in the first quarter of the fiscal year dealing with investigations and internal changes stemming from alleged violations of the Foreign Corrupt Practices Act, around $30 million more than the retailer expected.
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May 16, 2013
Charles Schwab Lifts Client Class Action Ban
Charles Schwab Corp. will drop its class action waiver for disputes going forward, the brokerage said Wednesday, as opposition mounts against a Financial Industry Regulatory Authority panel's decision to allow such waivers.
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May 16, 2013
SinoTech Wins Initial Nod For $20M Deal To End IPO Suit
A New York federal judge on Thursday granted preliminary approval of a $20 million settlement in a class action alleging that SinoTech Energy Ltd. misled shareholders ahead of its $180 million initial public offering in 2010 and that its underwriters looked the other way.
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May 16, 2013
Wal-Mart Can't Keep Leaked Docs Out Of Mexico Bribery Suit
A Delaware Chancery judge ruled Thursday that Wal-Mart Stores Inc. can't stop shareholders from using documents leaked into the public domain to support their suit over alleged bribery by its Mexican affiliate, rejecting the chain's contention that the formerly private files were still privileged.
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May 16, 2013
Judge Won't Certify BofA Appeal In RMBS Action
A New York federal judge on Thursday denied a bid by Bank of America NA and U.S. Bank NA for interlocutory appeal of her ruling that they can be sued in a class action for allegedly failing to protect investors in their role as trustees of mortgage-backed securities.
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May 16, 2013
Saints Coach Settles Investor Fraud Suit Against Ex-Player
A Louisiana federal judge on Thursday dismissed New Orleans Saints coach Sean Payton's contract claims alleging a former Saints snapper drew him and others into an investment scheme involving fake film tax credits, following a settlement of the action.
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May 16, 2013
CFTC Derivatives Rules Bow To Market Reality, Experts Say
Financial reform groups have blasted the U.S. Commodity Futures Trading Commission's newly approved package of rules governing swaps trading as a sop to Wall Street, but analysts say the agency had to ease some requirements in order to give the market time to adjust to the Dodd-Frank Act's transparency mandates.
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May 16, 2013
Ex-Film Site Owner Can't Shake The Wrap's Fraud Suit
A California judge refused Thursday to toss The Wrap News Inc.'s fraud suit against the former owner of a film database company it acquired, ruling the entertainment news website sufficiently pled allegations the owner overstated the value of his company and conspired to steal trade secrets.
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May 16, 2013
Fla. High Court Says Arbitrations Can Be Time-Barred
The Florida Supreme Court on Thursday ruled that arbitration proceedings are subject to the state's statute of limitations, and said that investor arbitration claims against Raymond James Financial Services Inc. are barred under the state law.
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May 16, 2013
Empire State Building IPO Nears Full Shareholder Approval
The owners of the Empire State Building have received nearly all of the votes needed to pass their controversial plan to put the building in a publicly traded real estate trust, they said in a regulatory filing Thursday.
Expert Analysis
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FTC And SEC Are Schizoid On Social Media
The Federal Trade Commission's recent guidance on digital advertising disclaimers and the U.S. Securities and Exchange Commission's new policy on corporate financial disclosures were presented by the agencies as ways to enable use of social media by corporations — but instead just make things much harder, if not totally impracticable, says Glenn Manishin of Troutman Sanders LLP.
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An Economist's View Of Amgen
One consequence of the U.S. Supreme Court's Amgen opinion will be the courts placing greater scrutiny on the empirical results economists use to evaluate the fifth Cammer factor — cause and effect, says Michael Hartzmark of Hartzmark Economics Litigation Practice LLC.
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Clear Business Logic Can Foil Parallel Conduct Claims
For practitioners defending conspiracy claims, the Second Circuit's recent decision in Mayor and City Council of Baltimore v. Citigroup Inc. may provide the basis to argue that conduct solidly grounded by legitimate business interests should be sufficient to fend off allegations of collusion, says Bruce Colbath of Weil Gotshal & Manges LLP.
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FRCP Changes Will Have Major Impact On 3rd-Party Discovery
The U.S. Supreme Court recently endorsed significant changes to Rule 45 of the Federal Rules of Civil Procedure that will greatly simplify the third-party subpoena process, but the changes do not go as far as some would have liked in centralizing third-party discovery disputes to the court where the litigation is pending, say Mark Klapow and Ariel Applebaum-Bauch of Crowell & Moring LLP.
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Keeping Tabs On Employee Social Media Discourse
The U.S. Securities and Exchange Commission's recent investigation on Netflix reminds employers that they may unwittingly violate the SEC’s full-disclosure requirements unless they take steps to guard against employees’ inadvertent disclosures of material, nonpublic information through social media channels, says Reema Kapur of Seyfarth Shaw LLP.
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How To Run Team Meetings In Complex Cases — Part 2
Remember that the structure of a meeting guides the team's conduct. There are three types of alternative meeting structures that can and should be utilized by the litigation team, says David Dolkas of McDermott Will & Emery LLP.
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Ralph Lauren: Inadequate Rewards For Exemplary Cooperation
Although the government will no doubt cite the recent Ralph Lauren Corp. nonprosecution agreements as an exemplar of the benefits of self-reporting and cooperation, we think they reaffirm the importance of careful consideration before a company decides to self-report potential unlawful conduct, say attorneys with Covington & Burling LLP.
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How To Run Team Meetings In Complex Cases — Part 1
Many litigation teams struggle with making good decisions and running effective team meetings for three reasons: compromised decision-making, lack of healthy meeting conflict, and lack of alternative meeting structures, says David Dolkas of McDermott Will & Emery LLP.
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SEC Tees Up Private Equity Enforcement Issues
Recent remarks by Bruce Karpati, chief of the Asset Management Unit of the U.S. Securities and Exchange Commission, as well as recent enforcement cases by the SEC, demonstrate an increased focus on the private equity sector — in particular, on aggressive fundraising disclosures, conflicts of interest and “zombie funds,” among other things, say Scott Naidech and Garrett Lynam of Chadbourne & Parke LLP.
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Forensic Analytics Can Find Needles In Multiple Haystacks
Forensic analytics is indispensable to any situation involving voluminous transactions or other large amounts of data. Yet, too few attorneys or organizations use, or maximize, forensic analytics to its fullest benefit. The recently publicized European soccer match-fixing scandal provides a handy illustration, say Jonny Frank and Alex Lefferts of StoneTurn Group LLP.