Securities

  • July 22, 2016

    Venezuela Beats Investors' $100M Suit Over Fake Notes

    An Ohio federal judge on Friday denied a claim made by an investment firm seeking to recover $100 million it held in notes purportedly backed by Venezuela, saying the notes originally issued by a now-defunct, state-sponsored Venezuelan bank were fraudulent.

  • July 22, 2016

    Attorneys' Fees Nixed In $14B Keurig Acquisition Suit

    A Delaware Chancery judge denied an award of attorneys' fees Friday to the legal team representing shareholders that challenged the $14 billion acquisition of Keurig Green Mountain Inc., saying that the deal disclosures attained by the lawyers weren’t beneficial to the shareholders.

  • July 22, 2016

    Kirby McInerney Wins Lead In $551M La Quinta Class Action

    A New York federal judge on Thursday named Kirby McInerney LLP lead counsel in a proposed class action alleging hotel chain La Quinta Holdings Inc., The Blackstone Group LLC and others failed to disclose a downturn in the chain’s financials ahead of the company's $550.8 million secondary public offering.

  • July 22, 2016

    5th Circ. Nixes Atty's Appeal Of $1.77M Fraud Judgment

    The Fifth Circuit on Friday made quick work of an appeal by a Texas attorney — in about six weeks and 16 words — who sought to reverse a federal court ruling that he pay $1.77 million for defrauding investors in a fracking-water filtration venture and other securities law violations.

  • July 22, 2016

    ALJ Denies SEC Quick Win In 3C Unregistered Brokerage Case

    An administrative law judge on Friday denied the U.S. Securities and Exchange Commission's request for a summary finding against California-based 3C Advisors & Associates Inc. and two of its principals, holding that the agency has more work to do in proving up allegations that the respondents engaged in unregistered broker activity.

  • July 22, 2016

    Biofuel Exec Convicted For Lies To SEC Over $56M Scheme

    An Indiana federal jury has convicted a former biofuel executive for concealing from investors a $56 million tax fraud scheme in which a subsidiary claimed to be a producer of biodiesel when in reality it was purchasing it from third parties.

  • July 22, 2016

    Ex-Fox Rothschild Atty Gets 6 Months For Insider Trading

    A former Fox Rothschild LLP attorney was slapped with a six-month prison sentence on Friday following his conviction on charges that he used insider information to trade ahead of a $760 million insurance industry merger his firm was helping to handle.

  • July 21, 2016

    Ex-CEO Convicted For Running $900M Online Ponzi Scheme

    A North Carolina jury on Thursday convicted the former CEO of penny auction-linked ZeekRewards for operating a $900 million internet Ponzi scheme that prosecutors say defrauded more than 900,000 investors.

  • July 21, 2016

    MF Global Inks $159M Deal To End Exec, Customer Rows

    Bankrupt commodities firm MF Global asked a New York bankruptcy judge on Wednesday to sign off on a $159 million deal that would end multidistrict litigation including both the firm's claims against its executives and customer suits against the brokerage.

  • July 21, 2016

    2nd Circ. Won't Revive Funds' $8M Debt Row With Wireless Co.

    The Second Circuit shot down an attempt by several investment funds to recover $8 million in interest they claim wireless infrastructure company SBA Communications Corp. owes, saying on Wednesday that the funds can't collect interest after converting the debt to shares and cash.

  • July 21, 2016

    Boston Scientific Reaches $275M Settlement With IRS

    Boston Scientific Corp. has agreed to pay $275 million to the Internal Revenue Service to resolve transfer pricing issues in a $3.5 billion dispute before the U.S. Tax Court, according to a filing with the U.S. Securities and Exchange Commission on Wednesday.

  • July 21, 2016

    SEC Moving Forward With Tilton Case After 2nd Circ. Ruling

    A U.S. Securities and Exchange Commission judge on Wednesday said the agency will move forward with its $200 million in-house case against Lynn Tilton and her Patriarch Partners private equity firm, following a Second Circuit decision lifting a freeze on those proceedings.

  • July 20, 2016

    Amgen To Pay $95M In Class Action Securities Settlement

    Global biotechnology company Amgen Inc. has reached a $95 million settlement with investors over alleged misstatements about two of its anti-anemia drugs, according to settlement documents filed in California federal court Wednesday, bringing nearly a decade of class action litigation to a close.

  • July 20, 2016

    Costs Of Excluded Experts Slow $2.1M China Integrated Deal

    A California federal judge indicated Wednesday she would give final approval to China Integrated Energy Inc.’s $2.1 million deal resolving a “hard-fought” shareholder class action claiming the company misstated revenue, but expressed concerns about costs sought by the investor plaintiffs for experts whose testimony she excluded.

  • July 20, 2016

    UK High Court Says Man Should Get Insider Bet Money Back

     The U.K.’s highest court on Wednesday rejected the appeal of a man who argued that he needn’t return £620,000 ($820,000) to a client who wanted the sum bet on the stock price of the Royal Bank of Scotland PLC using insider information.

  • July 20, 2016

    Freddie Mac Must Face Subprime Deceit Suit, 6th Circ. Says

    The Sixth Circuit revived a proposed shareholder class action accusing Freddie Mac of lying about its exposure to subprime mortgages in the lead-up to the financial crisis, saying on Wednesday the mortgage giant could be liable for a stock drop.

  • July 20, 2016

    Phosphate Firm Must Face Creditors In Oz After Ch. 11 Axed

    An Australian mining tycoon’s brief attempt to shelter his phosphate holding company in Delaware bankruptcy court, as Indian creditors closed in with an $18.3 million arbitral claim against the firm, ended Wednesday with a judge terminating the case.

  • July 20, 2016

    Accused Bond Fraudster Cops To $20M Stock Swindle

    A Californian who's facing charges in an alleged $60 million bond scam that targeted a tribe admitted on Wednesday to his role in a separate $20 million fraud scheme using the stock of a now-bankrupt investment firm whose shares had traded on the New York Stock Exchange.

  • July 20, 2016

    Kraft Can't Halt CTFC Wheat-Manipulation Case

    An Illinois federal judge has blocked Kraft Foods Group Inc. from appealing his refusal to dismiss the U.S. Commodity Futures Trading Commission's suit accusing the company of manipulating the wheat market, saying questions posed to the Seventh Circuit don't meet the necessary standards.

  • July 19, 2016

    Shareholder Agrees To End Suit Over Tumi-Samsonite Deal

    Premium luggage brand Tumi Holdings Inc. escaped a suit over its $1.8 billion tie-up with Samsonite International SA on Tuesday, after a shareholder asked a New Jersey federal judge to drop his claims that the company withheld material information from investors.

Expert Analysis

  • Internal Investigations: Don't Give Law Firm A Blank Check

    John McDermott

    We have heard increasing complaints from general counsels about the runaway costs of internal investigations by outside counsel. GCs and clients — be it the company, the audit committee or a special litigation committee — are uniquely positioned to play an important role in defining and controlling the scope and costs of an investigation, say John McDermott and Emily Garnett of Brownstein Hyatt Farber Schreck LLP.

  • 415 Million Reasons Why It’s Time To Hug A Whistleblower

    Jordan A. Thomas

    Five years in, the U.S. Securities and Exchange Commission’s whistleblower program is driving cases that are striking in their quality, significance and scope. Just as the SEC has harnessed the power of insiders, companies can and should utilize those same insiders to better protect their organizations, says Jordan Thomas, chairman of Labaton Sucharow LLP's whistleblower representation practice and a former SEC assistant director.

  • Curing Substantive Ambiguities In Debt Documentation

    Abbe Dienstag

    Recent New York state court decisions in GSO Coastline v. Global A&T Electronics present a cornucopia of issues arising under standard indenture clauses. First, beware of seemingly technical amendments to indentures that have substantive consequences, says Abbe Dienstag of Kramer Levin Naftalis & Frankel LLP.

  • Mitigating The Risk Of Post-Merger Legacy Board Factions

    Steven J. Steinman

    As occurred in the case of Cogentix, loyalties to the legacy constituent corporations of a merger can create serious issues for the ongoing governance and management of the post-merger corporation. The risk is heightened when the controller, former CEO or founder of the smaller constituent company continues as a director or manager of the merged company, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • When A Shareholder Oppression Remedy Is No More

    Michael Moehlman

    Since a 2014 Texas Supreme Court decision ending the minority shareholder oppression doctrine in the state, little has occurred to affect its outcome. Long-term strategic planning has therefore become increasingly important for Texas closely held corporations, says Michael Moehlman of Strasburger & Price LLP.

  • A Return To Priced Equity Rounds

    David Sorin

    Convertible notes were never truly intended to replace the priced equity round, but they were born of necessity. If we can reduce the costs of priced equity rounds, we can better match form and substance, providing a happy medium for companies and the investors who support them, say attorneys with McCarter & English LLP.

  • An Analysis Of The First 50 Crowdfunding Offerings

    Marc A. Leaf

    While social enterprises account for only 5.7 percent of entrepreneurial activity in the United States, early crowdfunding data show that they are strongly represented among crowdfunding issuers. Craft breweries, distilleries and licensed establishments are also disproportionately represented among the first 50 issuers, say Marc Leaf and Robert Esposito of Drinker Biddle & Reath LLP.

  • Stock Prices Aren't Enough For 'Rule Of Reason' Analysis

    Pierre Y. Cremieux

    Stock market evidence should not shortcut the "rule of reason" analysis required for reverse-payment settlements in a post-Actavis world, and is far from the “smoking gun” of anti-competitive effects proclaimed by some advocates, say consultants at Analysis Group Inc.

  • A Good Time For Public Cos. To Review D&O Questionnaires

    Yafit Cohn

    A new Nasdaq rule recently approved by the U.S. Securities and Exchange Commission requires listed companies to disclose annually any compensation or other payment provided by a third party to the company’s directors or director nominees in connection with their candidacy for or service on the company’s board. Companies should make sure they elicit the required information from their directors and director nominees, say attorneys w... (continued)

  • The Scope Of SEC Defendants' Jury Trial Right: Part 3

    Matthew T. Martens

    While the received wisdom among practitioners and some courts is that injury and loss causation have no bearing on a U.S. Securities and Exchange Commission enforcement action and are certainly not issues on which a jury must pass, this is plainly incorrect, say attorneys with WilmerHale.