Securities

  • July 28, 2015

    Caris Employees Get $16.3M After Co. Sharply Devalued Stock

    A Delaware judge said Tuesday that Caris Life Sciences Inc. purposely low-balled its businesses' value by $175 million before a 2011 spinoff and merger, shortchanging a class of employee stockholders by $16.3 million.

  • July 28, 2015

    Herbalife Again Escapes Shareholder Class Action

    A California federal judge on Tuesday again granted Herbalife Ltd.'s bid to toss investors’ proposed class action accusing the company of misrepresenting various aspects of its business, ruling that plaintiffs failed to prove Herbalife acted with knowledge of wrongdoing.

  • July 28, 2015

    Garda Must Pay $10M To Ex-Shareholders After Merger Row

    A New York state judge has awarded $10.5 million to Kumiva Group LLC, formerly ATI Services LLC, after finding that armored-car and security company Garda USA Inc. broke the 2007 merger agreement between the two.

  • July 28, 2015

    Watchdog Fines RBC, KCG For Mass Trade Reporting Errors

    RBC Capital Markets LLC and KCG Americas LLC have joined a Goldman Sachs unit in paying the Financial Industry Regulatory Authority large fines for allegedly failing to accurately report billions of order events to the regulator, according to newly released documents.

  • July 28, 2015

    Rakoff Looms Over DOJ's Newman Appeal Decision

    With just days left to petition the U.S. Supreme Court to review the Second Circuit's landmark Newman insider trading decision, the U.S. Department of Justice is likely eyeing a recent opinion by District Judge Jed Rakoff as the potential ammunition it would need to mount a winnable case, experts say.

  • July 28, 2015

    Mead Johnson Pays SEC $12M To Settle FCPA Claims

    The U.S. Securities and Exchange Commission on Tuesday said Mead Johnson Nutrition Co. will pay $12 million to settle claims that it violated the Foreign Corrupt Practices Act when distributors in China allegedly bribed staff at state-owned hospitals to promote the company’s line of infant formula.

  • July 27, 2015

    3 Ex-Oppenheimer Workers Settle SEC's Penny Stock Claims

    The U.S. Securities and Exchange Commission said Monday it settled with two former Oppenheimer & Co. Inc. employees from Florida and one from New York, in connection with the broker-dealer's unregistered sale of billions of shares of penny stocks on behalf of customers.

  • July 27, 2015

    1st Circ. Rejects Protests Over $70M State Street Settlement

    The First Circuit on Friday dismissed objections to a $70 million settlement that asset manager State Street Corp. struck with shareholders last summer, saying any setbacks the objectors experienced in the settlement process were eventually fixed.

  • July 27, 2015

    Deutsche Bank, Others Can't Skirt Yen Libor-Fixing Suit

    A New York federal judge kept intact Friday his decision that Deutsche Bank AG and several Japanese banks must defend against a class action alleging yen-denominated Libor rate-fixing, calling their arguments about foreign jurisdiction “disingenuous.”

  • July 27, 2015

    Goldman Sachs Unit Fined $1.8M Over Trade Report Failures

    The Financial Industry Regulatory Authority on Monday fined a Goldman Sachs unit $1.8 million over what it said were systemic failures in accurately reporting billions of trades to the regulator over nearly a decade.

  • July 24, 2015

    EXCLUSIVE: SEC Admin Court Appeals Languish Under White

    The U.S. Securities and Exchange Commission has taken on average six months longer to decide appeals of agency administrative proceedings and other matters during Mary Jo White's tenure as boss than it did under her predecessor, a Law360 analysis of agency data has found.

  • July 24, 2015

    HP Objector's $2.3M Fee Bid Rejected As Judge OKs Deal

    A California federal judge granted final approval Friday to Hewlett-Packard Co.'s embattled settlement with shareholders over its disastrous acquisition of Autonomy Corp. but refused to grant an objector $2.3 million in attorney fees, slamming the objector for raising an attorney conflict that didn't exist.

  • July 24, 2015

    Ex-Spanish Judge Fined For Potash Insider Trading

    A New York federal judge on Friday ordered former Spanish judge Julio Marin Ugedo to pay a civil penalty of $130,690 to resolve the U.S. Securities and Exchange Commission's allegations that he was tipped off by a former Banco Santander SA official about a deal to buy Potash Corp.-linked derivatives.

  • July 24, 2015

    2nd Circ. Jolts Green Mountain Shareholder Suit To Life

    The Second Circuit ruled Friday that Green Mountain Coffee Roasters Inc. will have to face a shareholder suit, saying that, contrary to the district court's finding, the investors had sufficiently alleged the company lied about inventory to drive up share prices.

  • July 24, 2015

    2nd Circ. Revives Wells Fargo CDO Fraud Suit

    The Second Circuit on Friday revived a fraud suit accusing Wells Fargo Securities LLC of lying in its offering documents for a set of collateralized debt obligations, finding a lower court improperly dismissed claims brought by a group of five Loreley Financing companies without giving them a chance to amend them.

  • July 24, 2015

    2nd Circ. Axes Facebook Investor Suits Over IPO

    The Second Circuit refused Friday to revive suits accusing Facebook Inc. directors of misleading shareholders about the social media giant’s growth prospects in the lead-up to its much-ballyhooed 2012 initial public offering.

  • July 24, 2015

    SEC Wins $250M Judgment Against No-Show Puda Coal Execs

    The U.S. Securities and Exchange Commission on Friday won a $250 million default judgment against two former executives of China-based Puda Coal Inc. for allegedly defrauding U.S. investors, after the defendants failed to appear in New York federal court to face the claims.

  • July 24, 2015

    DC Circ. Revives Texas Bank’s CFPB Challenge

    A U.S. appellate court on Friday revived a small Texas bank’s challenge to the constitutionality of the Consumer Financial Protection Bureau, saying that because the bank offers products over which the bureau has authority it has standing to bring such a case.

  • July 23, 2015

    Citco Strikes Deal With Investors In Madoff Feeder Fund Suit

    Hedge fund manager and administrator Citco Group Ltd. told a New York federal judge on Thursday that it's reached a settlement with Madoff feeder fund customers and is withdrawing a motion to dismiss their suit.

  • July 23, 2015

    Tesoro, QEP Duck Investor Suits Over $400M Merger

    A Texas federal judge has dismissed two investor class actions against QEP Midstream Partner LP and Tesoro Logistics LP that attempted to enjoin them from completing an estimated $400 million merger, after QEP argued that the unit holders failed to state a claim.

Expert Analysis

  • A Study Of Recent Delaware Appraisal Decisions: Part 2

    Steven Epstein

    The Delaware Chancery Court now primarily or exclusively relies on the merger price to determine fair value when the merger price is a particularly reliable indication of value and the standard financial valuation analyses — discounted cash flow and comparables — are particularly unreliable. All of the recent cases meeting these parameters have involved disinterested transactions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Study Of Recent Delaware Appraisal Decisions: Part 1

    Philip Richter

    In a break with past practice, several times in recent months, the Delaware Chancery Court has relied primarily or exclusively on the merger price to determine fair value in appraisal cases. However, we note that the court’s reliance on merger price is still limited, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • And Now A Word From The Panel: The Rocket Docket!

    Alan Rothman

    As we celebrate the 46th anniversary of mankind’s first walk on the moon, this month’s column tracking the Judicial Panel on Multidistrict Litigation appropriately explores the impact of the “rocket docket” on the selection of an MDL venue. We have discussed various venue selection factors, but is the perceived speed with which a district handles cases relevant? asks Alan Rothman of Kaye Scholer LLP.

  • The Proposed Best Interest Contract Exemption: Part 3

    Susan Krawczyk

    Some broker-dealers may choose to develop a separate customer platform for retirement investor accounts in order to comply with the U.S. Department of Labor's proposed best interest contract exemption, rather than subject all of their retail customer accounts to the same rules. The more formidable challenge, though, will likely be the fee and compensation disclosure requirements, says Susan Krawczyk of Sutherland Asbill & Brennan LLP.

  • Understanding The SEC's Compensation Clawback Proposal

    Alessandra K. Murata

    To the extent classified as an executive officer, a listed company's general counsel will be subject to potential clawback under the recently proposed compensation recovery rules. The rules would apply to all incentive awards granted to these executive officers, including awards granted at a time when the individual was not serving as an executive officer, say Alessandra Murata and Neil Leff of Skadden Arps Slate Meagher & Flom LLP.

  • The Proposed Best Interest Contract Exemption: Part 2

    Susan Krawczyk

    In light of the U.S. Department of Labor's proposed best interest contract exemption guidance, a broker-dealer might decide to exclude transactions in retirement investor accounts from incentive or bonus programs offered to its brokers, says Susan Krawczyk of Sutherland Asbill & Brennan LLP.

  • Sigelman FCPA Trial Won't Affect DOJ Strategy

    Michael Volkov

    In the aftermath of the Foreign Corrupt Practices Act trial of former PetroTiger Ltd. CEO Joseph Sigelman, FCPA commentators are hyperventilating about “trends” and “lessons.” But there is not much to be learned from the federal prosecutors' loss — what happened at trial is nothing more than a regular occurrence in our criminal justice system, says Michael Volkov, CEO of The Volkov Law Group LLC and a former federal prosecutor.

  • REBUTTAL: The Problem With 3rd-Party Litigation Financing

    Lisa Rickard

    Manipulating gender disparity in the service of hawking a flawed investment product does nothing but trivialize a serious and important issue. The tortured logic in Burford Capital LLC’s recent plug for third-party litigation financing is nothing more than a marketing ploy to boost revenues, says Lisa Rickard, president of the U.S. Chamber Institute for Legal Reform.

  • The Proposed Best Interest Contract Exemption: Part 1

    Susan S. Krawczyk

    A closer look at the U.S. Department of Labor's proposed best interest contract exemption for financial institutions and their advisers reveals that the elements are very different from existing requirements. Proposed transaction fee and cost requirements not only conflict with existing broker-dealer rules but also would require an operational platform that does not currently exist, says Susan Krawczyk of Sutherland Asbill & Brennan LLP.

  • Fair Proxy Voting: Why Section 14(a) Needs Scienter

    Caleb J. Bartel

    Section 14(a)’s current interpretation sacrifices early discovery and corrective disclosures for the risk of strike suits having little to do with informed voting. Requiring a showing of scienter in post-closing damages cases will change the wait-and-see incentive by eliminating its benefit, says Caleb Bartel of Irell & Manella LLP.