Securities

  • November 20, 2014

    Kenneth Cole's $279M Going-Private Deal Survives NY Appeal

    A New York appeals court on Thursday upheld the dismissal of a shareholder suit over Kenneth Cole Productions Inc.'s $279 million go-private deal, ruling that majority shareholders' actions were shielded by the business judgment rule.

  • November 20, 2014

    Ex-PetroTiger Counsel Disbarred For Role In Bribery Scheme

    A New York state appeals court on Thursday ruled to disbar the former general counsel of PetroTiger Ltd. for a federal felony conviction stemming from his role in a scheme to bribe a Colombian official in exchange for approval of a $39 million oil services contract.

  • November 20, 2014

    Exxon Retirees Win $4M For Financial Co.'s Mismanagement

    A Financial Industry Regulatory Authority arbitration panel ordered Houston-based wealth management firm U.S. Capital Advisors LLC Monday to pay $3.8 million to 19 retired Exxon Mobil Corp. employees, who alleged the firm had mismanaged their retirement savings accounts.

  • November 20, 2014

    SEC Shakes Would-Be Dark Pool Marketplace's Suit, For Now

    The U.S. Securities and Exchange Commission on Wednesday escaped a suit by a company that wants to set up a virtual marketplace for automated dark pools, the controversial securities exchanges, as a South Dakota federal court said the company must await final SEC action on its application.

  • November 19, 2014

    Activision Brass Reach $275M Deal To End Shareholder Action

    The leaders of Activision Blizzard Inc. have agreed to a $275 million settlement of consolidated shareholder derivative and class action litigation over what investors say was a tainted $8.2 billion deal to buy back Vivendi SA's controlling stake, the game maker said Wednesday.

  • November 19, 2014

    Regions Investors Again Win Class Cert. In Stock Inflation Suit

    An Alabama federal judge on Wednesday certified for the second time a class of shareholders suing Regions Financial Corp. over alleged misrepresentations related to its 2006 acquisition of AmSouth Bancorp, following a remand from the Eleventh Circuit on the issue of price impact.

  • November 19, 2014

    Iceland Bank's Ex-CEO Sentenced For Market Manipulation

    The former chief executive of Iceland's Landsbanki, Sigurjon Arnason, was sentenced on Wednesday to 12 months in prison, with nine months suspended, for manipulating markets in the run-up to the 2008 global economic meltdown, according to multiple reports.

  • November 19, 2014

    Dow Shareholders Win Mulligan After Judge's Error

    A Delaware federal judge will reconsider a decision to dismiss a shareholder suit against Dow Chemical Co., saying Wednesday that the opinion granting dismissal contained an error concerning whether the company's annual report counted as an element of proxy materials given to shareholders before its 2012 annual meeting.

  • November 19, 2014

    2nd Circ. Rejects Tax Shelter Fraud Suit Against NatWest

    The Second Circuit on Wednesday ruled that the statute of limitations bars fraud claims against National Westminster Bank PLC from companies alleging the bank failed to provide loans pursuant to a tax shelter scheme but charged nearly $7 million in fees.

  • November 19, 2014

    Investor Suits Over $1.2B Multimedia Games Buyout Combined

    A Texas federal judge agreed Tuesday to consolidate two putative shareholder class actions alleging casino games maker Multimedia Games Holding Co. Inc.'s proposed $1.2 billion buyout by Las Vegas-based Global Cash Access Holdings Inc. cheats shareholders.

  • November 18, 2014

    Infinity Exploration To Pay $4.2M In SEC Fraud Suit

    Infinity Exploration LLC on Tuesday agreed to pay more than $3.5 million, along with $650,000 in punitive damages, to the U.S. Securities and Exchange Commission in a suit alleging the company produced fraudulent offering documents and misled investors in joint venture interests involving oil-and-gas exploration programs.

  • November 18, 2014

    Judge OKs Guilty Plea In IBM Insider Trading Case

    A New York federal judge on Tuesday accepted a former stockbroker’s guilty plea to an insider trading scheme involving a $1.2 billion IBM Corp. acquisition after initially raising questions about whether the admission was legally sufficient.

  • November 18, 2014

    No-Show Puda Coal Found Liable In Investors’ Bogus-IPO Suit

    The Southern District of New York on Tuesday entered a default judgment against Chinese company Puda Coal Securities Inc., which had been sued by an investor class for selling its sole asset to a private equity firm without telling investors for months and lying about its IPO plans.

  • November 18, 2014

    DC Circ. Will Rehear SEC Conflict Mineral Ruling

    The D.C. Circuit has agreed to reconsider a decision that the U.S. Securities and Exchange Commission cannot force companies to disclose when their products contain conflict minerals, in light of the same circuit's recent ruling upholding U.S. Department of Agriculture country of origin labeling rules.

  • November 17, 2014

    BofA, Merrill Lynch Settle Out Of FDIC's $110M RMBS Case

    Bank of America Corp. and Merrill Lynch have settled a Federal Deposit Insurance Corp. suit over their alleged role in the demise of United Western Bank, the parties said in a document filed Monday,

  • November 17, 2014

    Texas Court Affirms UBS Win In Highland Debt Trade Row

    A Texas appeals court on Friday affirmed judgment for UBS AG against an appeal from a defunct fund managed by Highland Capital Management LP that argued the broker had breached a distressed debt trade agreement by taking too long to close the deal, saying the fund’s arguments are meritless.

  • November 17, 2014

    High Court Nixes Musicland Investor's Appeal Of $32M Penalty

    The U.S. Supreme Court has declined to hear an appeal of a $32 million judgment against a Musicland Stores Inc. investor based on a jury finding that he failed to disclose a material interest in the entertainment retailer before a lucrative buyout, according to an order released Monday.

  • November 17, 2014

    Citigroup Gets Suit Over $832M In MBS Trimmed

    A New York federal judge has dismissed a large portion of a suit by U.S. Bank NA against Citigroup Global Markets Realty Corp. over $832 million worth of mortgage-backed securities, saying that U.S. Bank's complaint was “rife with conjecture.”

  • November 14, 2014

    Valeant Disclosures Approved In Allergan Inside Trading Row

    A California federal court Friday implemented an order that Valeant Pharmaceuticals International Inc. and Bill Ackman’s hedge fund make additional disclosures regarding Allergan Inc.'s insider trading suit, setting the stage for a special shareholder meeting next month that could decide the fate of their hostile takeover bid.

  • November 14, 2014

    Pharma Exec Can't Duck SEC's Pump-And-Dump Suit

    The Canadian man behind Spencer Pharmaceutical Inc. must face charges from the U.S. Securities and Exchange Commission of spreading fictitious reports of a $245 million buyout to inflate stock prices, a Massachusetts federal judge said Friday, rejecting the man's bid to evade U.S. jurisdiction.

Expert Analysis

  • Does Dodd-Frank Protect Foreign Whistleblowers?

    Matthew K. Edling

    In Liu v. Siemens, the Second Circuit upheld a ruling from the Southern District of New York, concluding that Congress did not envision the Dodd-Frank Act protecting foreign whistleblowers. Neither Liu court, however, attempted to reconcile this conclusion with the fact that Dodd-Frank governs violations of the Foreign Corrupt Practices Act — a definitively extraterritorial law, say Matthew Edling and Ben Fuchs of Cotchett Pitre & McCarthy LLP.

  • The Print Room: How To Spend Less And Get More

    Senthil Rajakrishnan

    Our estimates indicate that some law firms spend up to $8,000 per attorney each year on print-related costs. Although we live in a digital world, hard copy printing will remain an important part of business for years to come. Changing technology, however, offers opportunities to improve efficiencies and save money, say Senthil Rajakrishnan and Ryan Mittman of HBR Consulting LLC.

  • MBS Investors Entitled To Increased Bankruptcy Recoveries

    Shan A. Haider

    In addition to securities litigation, the financial crisis yielded many bankruptcy filings by parties connected to the issuance of mortgage-backed securities. MBS investors, however, have found some solace through increased recoveries in decisions reached in the Washington Mutual and Lehman Brothers bankruptcy cases, says Shan Haider of Perkins Coie LLP.

  • Dewey Partner Clawback Ruling May Hurt New York Law Firms

    Evan C. Hollander

    Unless the recent ruling in the Dewey & LeBoeuf LLP bankruptcy case is overturned on appeal or the New York Legislature amends the state’s fraudulent transfer and partnership laws, partners of New York firms will bear greater risk if their firms fail than will members of many non-New York partnerships. This risk factor might even affect decisions by prospective lateral partners about which firms to join, say attorneys with Arnold & Porter LLP.

  • Scalia’s Deference Argument Could Have Dramatic Effects

    Matthew T. Martens

    If a litigant were to take up Justice Antonin Scalia’s invitation to raise the issue of the amount of deference owed to executive agencies’ interpretations of laws that contemplate both criminal and civil enforcement, it could mean that the U.S. Securities and Exchange Commission will face an uphill battle making and defending the rules that it is required to promulgate, say attorneys with WilmerHale.

  • The Emergence Of 3rd-Party Accredited-Investor Verifiers

    Charles Alovisetti

    As crowdfunding changes the financial landscape, third-party accredited-investor verifiers will continue to provide an important service. However, such verification is not without its risks, with two key areas of concern being privacy and the method used for verification, says Charles Alovisetti of Goodwin Procter LLP.

  • 3 Insights To Clarify Securities Act Class Action Removal

    Elliot Greenfield

    Federal courts remain sharply divided on a fundamental issue in securities litigation — whether, after the Securities Litigation Uniform Standards Act, class actions asserting claims under the Securities Act may be removed to federal court. A careful statutory analysis, however, makes clear that the SLUSA does permit removal of such actions, say Maeve O’Connor and Elliot Greenfield of Debevoise & Plimpton LLP.

  • When Do Tribal Leaders Create FCPA Liability?

    T. Markus Funk

    One of the many definitional challenges facing Foreign Corrupt Practices Act practitioners worldwide is under what circumstances traditional authorities, who routinely exercise considerable influence over business matters, qualify as “foreign officials.” This is a particularly apt question for companies seeking to pursue mining interests in Canada, say T. Markus Funk and Barak Cohen of Perkins Coie LLP.

  • Nearing 30, Is Revlon Showing Its Age?

    Mohsen Manesh

    Two recent Delaware Chancery Court decisions — Chen v. Howard-Anderson and Rural Metro Corp. — underscore the expansive reach of Revlon in “sale or change in control” transactions. If Revlon is indeed dwindling, it is happening from outside the pressed edges of corporate law, where competing bodies of business law have emerged, rejecting or dispensing of Revlon as a fiduciary mandate, says Mohsen Manesh of the University of Oregon School of Law.

  • SEC's New Enforcement Weapon Against Municipal Officers

    Leonard Weiser-Varon

    The U.S. Securities and Exchange Commission’s securities fraud action against the former mayor of Allen Park, Michigan, in connection with a proposed public-private film studio project suggests that the SEC intends, when feasible, to use the “control person” theory to go after actors it deems culpable for securities fraud in municipal offerings but cannot reach as primary violators, says Leonard Weiser-Varon of Mintz Levin Cohn Fer... (continued)