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Securities
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May 17, 2013
SunTrust Blocks FINRA Arbitration In MBS Row
SunTrust Banks Inc. on Friday won its bid to thwart a Financial Industry Regulatory Authority arbitration proceeding against it by Connecticut hedge fund Turnberry Capital Management LP in a dispute over soured mortgage-backed securities when a New York federal judge ruled Turnberry was not a SunTrust unit’s customer.
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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.
Expert Analysis
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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.
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A Path To Capital Markets For Private Entities
Rule 144A for life offerings allow private entities to enjoy many of the benefits that accrue to publicly listed entities by borrowing funds through U.S. capital market offerings without subjecting the private entity to periodic filings with the U.S. Securities and Exchange Commission or having its top executive officers attest quarterly to the adequacy of disclosure controls, says Richard Roth of Jackson Walker LLP.
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Impact Of JOBS Act On 3rd-Party Marketers
The Jumpstart Our Business Startups Act that was enacted on April 5, 2012, will likely change the business of third-party marketers by expanding the scope of permitted promotional activities in connection with offering investments in hedge and private equity funds, says Richard Morris of Herrick Feinstein LLP.
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How Lawyers Benefit From Early Neutral Evaluation
Early neutral evaluation usually asks a retired judge to consider one party’s case, as if preparing to rule on summary judgment or presiding over a bench trial. Effective evaluation can supply a reality check on a case — it gives the lawyer the gift of seeing the case as others see it, says James Rosenbaum, a panelist with JAMS and former U.S. district judge for the District of Minnesota.
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The Fact Pattern Behind The Boeing Class Action Grounding
Defense counsel no doubt will be emboldened by the Seventh Circuit’s affirmation of the dismissal of a securities class action against Boeing in light of baseless confidential witness allegations. Simple themes emerge from this and similar cases, says Bryan House of Foley & Lardner LLP.
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A Narrow Interpretation Of Section 546(e)
The approach by the Northern District of Illinois in Grede v. FCStone LLC represents a departure from the Second Circuit’s approach in Enron Creditors Recovery Corp. v. Alfa SAB de CV, in which the court of appeals broadly interpreted the language of Bankruptcy Code section 546(e) to protect a transaction that did not involve the traditional purchase or sale of securities, albeit under a distinguishable set of facts, says Matthew Kremer of Cadwalader Wickersham & Taft LLP.
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Global Securities Enforcement: The Playbook Keeps Changing
There has been a marked increase in global securities enforcement activities by regulators in the U.S., U.K., Canada and the EU. Continued cooperation and coordination in enforcement activities will be required to seamlessly address the desire to strengthen global regulatory initiatives aimed at harmonizing and centralizing international securities regulation to create safer, more fundamentally sound financial markets for investors, say attorneys with Weil Gotshal & Manges LLP.
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Rule 12(e): What Is It Good For? Absolutely Nothing
The recent evolution of case law governing the standard for Rule 12(b)(6) motions to dismiss reveals that Rule 12(e) serves no practical purpose in modern pleading practice, says Nathan Kipp of Seyfarth Shaw LLP.