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Securities
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May 13, 2013
UK, US Officials Split On Libor Transition
The U.K. official charged with overhauling Libor reportedly said the existing process for setting the benchmark rate must be preserved even as the global financial system moves to a transaction-based system, putting him at odds with his U.S. counterpart.
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May 13, 2013
Calif. City Sold Bonds Doomed To Fail, 9th Circ. Hears
The city of Alameda, Calif., knew when it sold municipal bonds to fund a city-run telecom system that it wouldn't be able to repay investors, a business trust told the Ninth Circuit on Monday, arguing Alameda is liable for the $20.5 million the trust chipped in.
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May 13, 2013
Pataki, Cuomo Tell NY To Leave Ex-AIG Chief Alone
Former New York Govs. Mario Cuomo and George Pataki went to bat for ex-American International Group Inc. CEO Maurice Greenberg on Monday, urging the state’s attorney general to back down from efforts to bar Greenberg from trading securities or heading a company.
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May 13, 2013
NJ High Court Mulls Reach Of Arbitration In Stock Sale Fight
Investors bound to arbitrate with their stockbroker over the sale of defaulted securities should still be able to sue other, closely related financial and accounting entities that weren't parties to that agreement, an attorney argued Monday before the New Jersey Supreme Court.
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May 13, 2013
Supreme Court Snubs ISE's Appeal In Index Options Row
The U.S. Supreme Court on Monday declined to hear the appeal of International Securities Exchange LLC in its bid to overturn a decision blocking the exchange from selling options linked to the S&P 500 and Dow Jones Industrial Average without a license.
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May 13, 2013
Q&A With VLP Law Group's David Goldenberg
I am looking forward to seeing how securities law evolves with the new regulations created by the JOBS Act and how it will affect the angel and venture capital markets, says David Goldenberg, a founding partner of VLP Law Group LLP and member of the firm's securities practice.
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May 13, 2013
Level Global Founder Gets 6 1/2 Years For Insider Trading
Anthony Chiasson, a hedge fund founder who made an estimated $68 million on bets in Dell Inc. and Nvidia Corp. as part of a “criminal club” of insider traders, was sentenced Monday to 78 months in prison.
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May 13, 2013
BNY Mellon Takes $1.3B Chesapeake Bond Row To 2nd Circ.
The Bank of New York Mellon Corp. took its challenge of Chesapeake Energy Corp.'s bid to call back and refinance $1.3 billion in bonds to the Second Circuit on Friday, appealing a New York federal judge's ruling that Chesapeake had beat a deadline to redeem the notes.
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May 13, 2013
Z Capital Blocks Poison Pill In Casino Co. Power Play
Private equity firm Z Capital Partners LLC announced Monday it will be able to move ahead with plans to strengthen its hold over casino operator Affinity Gaming after a Nevada judge granted its bid to block a poison pill shareholder rights agreement.
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May 13, 2013
Dell Committee Wants Specifics On Icahn's Rival Buyout Bid
Dell Inc.’s special committee on Monday pressed activist shareholder Carl Icahn and Southeastern Asset Management Inc. for more information on their offer challenging a $24.4 billion sale to a private equity-led group that includes the PC maker’s founder.
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May 13, 2013
Deals Rumor Mill: Partnership Assurance, UBS, Euronext
A private equity-backed British life insurance group is plotting out an initial public offering that would value it around $1.5 billion, while higher-ups at UBS have agreed to meet with representatives from an activist investment firm urging the bank to split itself up and consider an alternative ownership structure.
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May 13, 2013
Elliott's Hess Nominees Say They'll Work For No Bonuses
Elliott Management Corp.’s five nominees for the board of Hess Corp. said Monday that if elected Thursday, they'll forgo a performance-based cash bonus Elliott had promised them, putting an end to one of this proxy season’s more creative tactics.
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May 10, 2013
KKR Can't Dodge Investor Suit Over $525M Primedia Sale
Private equity firm KKR & Co. LP must face a class action alleging its $525 million sale of Primedia Inc. in 2011 was unfair to the publisher’s minority investors because it shielded KKR from a potentially valuable insider trading claim, a Delaware judge ruled on Friday.
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May 10, 2013
6th Circ. Revives Mich. State Suit Over Axed Pension Plan
The Sixth Circuit on Friday revived a lawsuit brought by former Metaldyne Corp. employees accusing Heartland Industrial Partners LP of invalidating their pension plan to avoid paying them $13 million when it sold the company, finding the state-law suit not preempted by federal law.
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May 10, 2013
Attys Reap $4M Fee In Goodrich Disclosure-Only Settlement
A New York state judge on Friday awarded $4 million in fees to a group of 14 plaintiffs firms for their work in a shareholder class action challenging the $16.5 billion sale of Goodrich Corp. in 2011, one of the larger fee awards in recent years for a disclosure-only settlement.
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May 10, 2013
4 Tips For Evaluating An M&A Target's Legal Risks
Chevron Corp.'s long-running dispute over alleged pollution in Ecuador by Texaco Inc., which it acquired in 2001, and Bank of America Corp.'s legal woes over mortgage-backed securities sold by 2008 acquisition Countrywide Financial Corp. are high-profile examples of legal headaches companies can inherit following mergers or acquisitions. Here, M&A attorneys offer four ways a buyer can properly assess the legal liabilities of its target before moving forward with a deal.
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May 10, 2013
HP Can’t Quite Beat Investor Claims Over Nixing WebOS
A California federal judge left intact several claims that Hewlett-Packard Co. executives misrepresented the company’s plans for the WebOS operating system after it bought Palm Inc., but did trim the bulk of the allegations from the putative shareholder class action.
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May 10, 2013
Deepwater Securities Suits Belong In UK, BP Tells Court
BP PLC asked a Texas federal judge Friday to toss suits brought by public retirement funds in multidistrict litigation over losses they suffered on the London Stock Exchange following the Deepwater Horizon disaster, arguing the cases should be heard in the U.K.
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May 10, 2013
Investors Lose Bid To Delay NYSE Merger Vote
NYSE Euronext investors on Friday lost their bid to hold up the sale of the iconic New York Stock Exchange to IntercontinentalExchange Inc. when a Delaware Chancery judge rejected their motion to enjoin next month's shareholder vote on the multibillion dollar deal.
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May 10, 2013
Employer Scare Tactics May Chill SEC Whistleblower Program
The U.S. Securities and Exchange Commission’s new whistleblower office is off to an auspicious start, but attorneys say the program could suffer if the agency fails to punish firms that silence tipsters through unfair employment agreements.
Expert Analysis
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A London Stock Exchange Rewrite For Tech Cos.
Following a similar U.S. regime for emerging growth companies under the Jumpstart Our Business Startups Act, the London Stock Exchange has introduced a section to its main market catering specifically to high growth companies looking for a transitional route to the official list. But for London to truly rival New York as an attractive place to list technology shares, it will require a much wider maturation of the market, say attorneys with Paul Hastings LLP.
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SEC Still Quiet On Rule 144(i) Evergreen Requirement
Despite the strong negative reaction in the securities community to the so-called Evergreen Rule, and despite the U.S. Securities and Exchange Commission’s admission that the effect of the amendment on shell companies in reverse mergers was unintended, there has been no change to the rule to address these effects, says Julie Holden of TroyGould PC.
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What Litigators Must Know About Va.’s 'Rocket Docket'
Do not be lulled into a false sense of complacency by the formality, civility and, in some cases, old-fashioned Southern charm of the U.S. District Court for the Eastern District of Virginia. Cases usually move with lightning speed, handled by efficient, polite, but no-nonsense jurists and courtroom deputies. There are many traps for the unwary, say Robert Tata and Wendy McGraw of Hunton & Williams LLP.
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Del. Leads The Way On CBM-Related Stay
Market-Alerts Pty. Ltd. v. Bloomberg Finance LP is one of the first judicial decisions to apply the new criteria governing covered business method post-grant review-related stays under the America Invents Act. The case highlights a significant new consideration for parties litigating CBM patents, particularly where the plaintiff is a nonpracticing entity, say attorneys with Gibbons PC.
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Reading Tea Leaves After Amgen
The fascinating aspect of the U.S. Supreme Court ruling in Amgen Inc. v. Connecticut Retirement Plans and Trust Fund is that four of the justices questioned the continued vitality of the “fraud-on-the-market” presumption, recognized in the 1988 case Basic Inc. v. Levinson, without which securities fraud class actions cannot proceed, say Paul Bork and Matthew Baltay of Foley Hoag LLP.
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We Need More Diversity In Mediation
In our increasingly interconnected global marketplace, U.S. corporations could well profit from engaging alternative dispute resolution practitioners who are familiar with these diverse cultures. But problems in the development and retention of minority neutrals exist, even as the U.S. population grows more and more diverse, says Ariel Belen, a panelist with JAMS and former associate justice of the New York Supreme Court.
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Another Shot In The Dark At FCPA Reform
The Foreign Corrupt Practices Act resource guide did its job — it provided the most comprehensive statement of enforcement ever provided by a prosecutor. Yet the U.S. Chamber of Commerce recently asked for more clarification. After winning a number of clarifications through the resource guide, the chamber needs to quit while it's ahead, says Michael Volkov of The Volkov Law Group LLC.
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E-Discovery Trends: Looking Back To Move Forward
E-discovery decisions throughout 2012 and early 2013 have shed some light on the issues, but they have also raised new questions and conflicting standards regarding how courts address litigation holds, cooperation with opposing counsel, and new technologies, say attorneys with Paul Hastings LLP.
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Private Equity In The SEC Crosshairs
The recent Oppenheimer and Ranieri settlements demonstrate the U.S. Securities and Exchange Commission’s continued focus on the private equity industry — particularly the agency's interest in monitoring the fundraising activities, valuation practices and disclosures to investors of private fund sponsors, say James Dowden and Allison Boscarine of Ropes & Gray LLP.
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FCPA Scrutiny For Gaming Industry: Beyond Las Vegas Sands
The parent company of Las Vegas Sands Corp. recently reported in a filing to the U.S. Securities and Exchange Commission that the company may have violated the Foreign Corrupt Practices Act. The Sands investigation will have ripple effects throughout the international gaming industry, bringing further anti-corruption attention to one of the most heavily regulated industries, say attorneys with Snell & Wilmer LLP.