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Securities
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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.
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May 16, 2013
SEC Wins D&O Bar Against Alleged Hedge Fund Scammer
The U.S. Securities and Exchange Commission can bar a private hedge fund manager accused of misusing investor assets from serving as director or officer of a public company, an Illinois federal court ruled Thursday, despite the defendant’s claims that such a ban was “totally unprecedented.”
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May 16, 2013
Wells Fargo Can't Shake Suit Over Conflict As RMBS Trustee
A Colorado federal judge on Wednesday allowed most claims to continue in a hedge fund's lawsuit alleging that Wells Fargo NA breached its responsibilities as both a trustee and a servicer for certain residential mortgage-backed securities, costing the fund millions of dollars in losses.
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May 16, 2013
AIG Docs In $46M SEC Case Stay Secret, Judge Rules
A Washington federal court on Thursday blocked a journalist’s access to confidential reports on American International Group Inc.'s accounting practices that were ordered as part of a $46 million settlement with securities regulators in 2004, saying a recent appeals court ruling had closed the issue.
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May 16, 2013
Fla. Law Firm Lands Banking, Securities Pro In Tampa
Florida law firm Saxon Gilmore Carraway & Gibbons PA recently announced it has landed a banking and securities litigation partner formerly of Trenam Kemker to join its Tampa office.
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May 16, 2013
11th Circ. Won't Let Fraudsters Off Hook For $18M Scheme
The Eleventh Circuit on Thursday dismissed appeals by the owner and office manager of a fraudulent investment firm, who had spent $18 million they collected from investors on spas, cars and office expenses, ruling that trial testimony didn't amount to conjecture about their states of mind.
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May 16, 2013
Q&A With Foley & Lardner's Joe Edmondson
The language in the Financial Industry Regulatory Authority's Letters of Acceptance, Waiver and Consent could easily be changed to be more like the U.S. Securities and Exchange Commission’s settlement language, says Joseph Edmondson, a partner with Foley & Lardner LLP specializing in securities litigation.
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May 16, 2013
Glencore Tightens Hold On Merged Co. As Xstrata Execs Axed
Glencore PLC tightened control over its newly expanded commodities empire on Thursday as shareholders voted out legacy directors from Xstrata PLC, whose grueling $33 billion tie-up with Glencore — billed as a merger of equals — closed just two weeks ago.
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May 16, 2013
SEC Chairman White Disses GOP Cost-Benefit Bill
U.S. Securities and Exchange Commission Chairman Mary Jo White told U.S. House of Representatives lawmakers Thursday she opposes a GOP-sponsored bill that would force the agency to more closely scrutinize the costs and benefits of its rules.
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May 16, 2013
Wells Fargo Dodges Claim In $13M RE Investor Suit
A Nevada federal judge on Wednesday dismissed a claim of unauthorized mortgage banker activity in a suit filed against Wells Fargo Bank NA by a group of real estate investors that put $13.4 million into properties owned by a convicted Ponzi schemer, ruling that the claim was preempted by federal law.
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May 16, 2013
BofA Wants To Keep $10.5B RMBS Suit In Federal Court
Bank of America NA on Wednesday pressed a New York federal judge to reject American International Group Inc.'s motion to move a $10.5 billion lawsuit over residential mortgage-backed securities to state court, arguing that remanding the case would dangerously split the case between federal and state courts and would adversely affect certain bankruptcy proceedings.
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May 16, 2013
Deals Rumor Mill: Marine Harvest, Actavis, Elliott Management
Marine Harvest could ratchet up its bid for rival fish farmer Cermaq past the current $1.7 billion mark if the target company agrees to make certain concessions in the deal, while activist hedge fund Elliott Management continues on its tear this proxy season with new plans to shake up yet another company.
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May 16, 2013
Hess Makes 11th-Hour Deal To End Elliott Proxy Fight
Hess Corp. will add three directors nominated by Elliott Management Corp. and six new independent directors, ending a long-running proxy contest just hours before Thursday's shareholder vote after the early tally showed Elliott's slate in the lead.
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May 15, 2013
CSC Strikes $97.5M Deal In Suit Over Contracting Cover-Up
Computer Sciences Corp. has reached a $97.5 million settlement with a class of shareholders alleging CSC's stock price fell due to revelations that it hid accounting irregularities related to a $5.4 billion contract with Britain's National Health Service, according to a Wednesday court filing.
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May 15, 2013
9th Circ. Remands Atty Fee Award In Davis Wright Fraud Case
Attorneys for investors on Wednesday won their bid for reconsideration of an award of $231,000 for their work on a class action against Davis Wright Tremaine LLP when the Ninth Circuit ruled a judge had not explained how he calculated the number.
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May 15, 2013
Businessman Denies Blocking FCPA Probe Into Mining Co.
A French businessman linked to BSG Resources Ltd. pled not guilty Wednesday to charges that he obstructed a U.S. investigation into bribes the mining company allegedly paid to secure mining rights in Guinea.
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May 15, 2013
Shearman Snags 3 Weil Attorneys For London PE Team
Shearman & Sterling has nabbed three partners from Weil Gotschal & Manges for its private equity team in London, including two merger and acquisition whizzes and an investment expert, the firm announced Wednesday.
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May 15, 2013
Fitch Questions Seagram Building Loan's AAA Rating
Fitch Ratings Inc. expressed concern Monday about the AAA rating that other ratings agencies gave a commercial mortgage-backed securities loan used to finance the iconic Seagram Building in Manhattan, saying the building's estimated income had been inflated and could be at risk for default.
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May 15, 2013
No Market Check? No Problem
A Delaware judge effectively blessed the sale of Plains Exploration & Production Co. last week even though Plains never looked for a higher bid — a reminder that boards have a lot of leeway in crafting an arms-length deal, even if shareholders don't like it, attorneys say.
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May 15, 2013
Wall Street To FCPA Enforcers: Bring It On
Foreign Corrupt Practices Act prosecutors have Wall Street in their crosshairs after suing two traders at New York broker-dealer Direct Access Partners LLC last week, but experts say the hyper-vigilant industry is ready for any clampdown.
Expert Analysis
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What Do Staub And Sharef Really Tell Us?
While SEC v. Straub and SEC v. Sharef have provoked considerable commentary, they provide little, if any, insight for corporations in how to handle areas in which FCPA jurisdiction plays a key role, such as foreign acquisitions, joint ventures and successor liability. Moreover, the holdings appear to be closely wedded to the specific facts, rather than an illuminating new principle, say Robb Adkins and Krista Enns of Winston & Strawn LLP.
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Spotlight On Keepwells And Excluded Obligations
There has been considerable discussion in syndicated lending circles recently regarding how to account for a new swap “clearing requirement” that significantly impacts loan documentation and became enforceable on March 31, 2013. Two particularly important means for lenders to address the clearing requirement are “keepwells” and excluding guarantee obligations of entities that are not “eligible contract participants,” say Andrew Colao and Amara Gossin of Weil Gotshal & Manges LLP.
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Who Should Represent Board Compensation Committees?
As the Dodd-Frank Act provisions on executive compensation and corporate governance phase in, one of the many lingering questions is whether Dodd-Frank Act Section 952 (b) will nudge the board compensation committees of America’s publicly traded companies to retain their own independent legal counsel. This could get ugly, says Michael Melbinger of Winston & Strawn LLP.
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Ins And Outs Of Iran Disclosure In SEC Filings
Although the annual reporting season has ended for many public companies, the determination whether disclosure under the Iran Threat Reduction and Syria Human Rights Act of 2012 is required must be performed on a quarterly basis, say Laura Richman and Michael Hermsen of Mayer Brown LLP.
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How To Solve The Flawed Confidential Witness Issue
The recurring and pervasive problem of flawed confidential witness allegations tops the list of key issues in securities class action litigation. Not just notorious situations such as those in the Lockheed, SunTrust and Boeing securities class actions. but also the garden-variety inaccuracies present in many cases. Three specific reforms would make all securities class action complaints more factually accurate, says Douglas Greene of Lane Powell PC.
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More Corporate Crime Victims Recovering Investigation Fees
Goldman Sachs Group Inc.’s fee recovery in the Gupta case adds to a growing line of cases allowing corporate crime victims to recover legal fees spent on internal investigations launched to uncover criminal activity. As white collar criminal defense lawyers evaluate whether to plead out their solvent white collar clients or roll the dice at trial, they need to be aware that their clients could be on the hook for these attorneys' fees, say attorneys with Orrick Herrington & Sutcliffe LLP.
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What The SEC's Social Media Report Means For Your Company
Given the increasing frequency with which public companies are using social media to engage with clients, customers, employees, shareholders and other key constituents, the guidance in the U.S. Securities and Exchange Commission's recent report on using social media to announce information in compliance with Regulation FD is welcome, say attorneys with Skadden Arps Slate Meagher & Flom LLP.
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More International Insolvencies Test Limits Of Ch. 15
With more cross-border insolvencies being filed, and more petitions for recognition of foreign proceedings coming before U.S. bankruptcy courts, it is clear that the outlines of Chapter 15 will continue to be limned. It is also clear that the question of comity in Chapter 15 proceedings will figure prominently in those proceedings and in the continued development of this area of the law, says Kevin Ray of Greenberg Traurig LLP.
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Another Look At Amgen
More than a month has passed since the U.S. Supreme Court opinion in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds. With some distance from the immediate commentary by esteemed securities counsel, it is time to take another look, says Fred Isquith of Wolf Haldenstein Adler Freeman & Herz LLP.
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What Does Cooperation Buy You?
Does cooperating really provide insider trading defendants with tangible benefits? Based on our analysis of cases in the past three years, cooperation with the U.S. Attorney’s Office for the Southern District of New York yields significant benefit — cooperators on average received lower overall sentences than noncooperators, say attorneys with Morrison & Foerster LLP.