Securities

  • December 14, 2017

    Del. Justices Reverse $7B Price Bump In Dell Deal Appraisal

    The Delaware Supreme Court on Thursday reversed the Chancery Court’s appraisal decision of Dell Inc.’s $25 billion buyout that said it was underpriced by roughly $7 billion, ruling that Vice Chancellor J. Travis Laster’s analysis was “based on several assumptions that are not grounded in relevant, accepted financial principles.”

  • December 14, 2017

    Del. Justices Revive $51M Bank D&O Incentive Suit

    Delaware’s Supreme Court on Wednesday clarified the limits of business judgment protections for stockholder-approved equity incentive awards, reviving a stockholder suit challenging a regional bank’s $51.5 million award package for directors and officers.

  • December 14, 2017

    Ex-Banking Watchdog Defends Role In Lloyds-HBOS Merger

    The former chief of the predecessor to Britain’s banking regulator testified in a London court on Thursday that he did not pressure Lloyds Banking Group into its 2009 acquisition of HBOS PLC and was acting in line with his statutory duty when he supported the deal.

  • December 13, 2017

    6th Circ. Revives $891M Hospital Chain Stock Fraud Suit

    The Sixth Circuit on Wednesday revived an $891 million proposed class action by shareholders accusing Community Health Systems Inc. of lying to cover up an alleged Medicare fraud scheme, saying an executive’s own admission helped pin down the cause of the costly stock drop.

  • December 13, 2017

    Musk's Control Of Tesla Takes Central Role In Chancery Suit

    Whether business magnate Elon Musk actually controls Tesla Inc., the electric carmaker he had a hand in founding, took center stage Wednesday in the Delaware Chancery Court as the company pushed to have a shareholder challenge to its $2.6 billion acquisition of SolarCity Corp. thrown out.

  • December 13, 2017

    Judge Won't Take Tilton's Taxes Off Table In $45M Bank Fight

    A New York state judge shot down efforts by investment manager Lynn Tilton and her company, Patriarch Partners, to keep certain tax and business information private in a $45 million dispute with a German lender at a hearing on Wednesday, decisions her attorneys said they would appeal.

  • December 13, 2017

    Uber Board Shirked Duty In OK'ing $680M Otto Buy, Suit Says

    An Uber shareholder on Wednesday launched a derivative lawsuit against the ride-hailing app’s founder, Travis Kalanick, and other directors in Delaware state court, claiming the top brass got Uber into legal trouble by recklessly approving the $680 million acquisition of a company founded by a former Google engineer.

  • December 13, 2017

    SEC Seeks To Freeze Digital Coin Offerer's Assets

    The U.S. Securities and Exchange Commission urged a New York federal court late Tuesday to freeze the assets of an initial coin offering and two other corporate entities run by a Quebecois couple, who regulators say ripped off investors while raising $15 million.

  • December 13, 2017

    SEC Filed $17M Stock Scheme Suit Too Late, NJ Judge Says

    A New Jersey federal judge on Wednesday tossed the U.S. Securities and Exchange Commission’s civil case against a broker-dealer in an alleged $17.2 million pump-and-dump penny stock scheme, ruling that the agency’s case came too late for punitive actions.

  • December 13, 2017

    Lucia Case Best Opportunity To Rule On ALJs, Attys Say

    The U.S. Supreme Court should hear former investment adviser Ray Lucia’s case questioning whether the hiring of SEC administrative law judges violates the Constitution, with his attorneys arguing Wednesday that his case presents a “clean opportunity” to decide the matter.

  • December 13, 2017

    Optimis Urges Del. Justices To Reverse $2M Ex-CFO Fee

    An attorney for physical therapy company OptimisCorp argued on appeal Wednesday before a Delaware Supreme Court panel that the Chancery Court made mistakes of fact and law in a decision that awarded a former officer $2 million for attorneys' fees in a company control fight.

  • December 13, 2017

    Morgan Lewis Wants Order On Privileged Material Clarified

    Morgan Lewis & Bockius LLP on Tuesday sought to narrow how much work product-privileged material it must turn over to two former General Cable Corp. executives being sued by the U.S. Securities and Exchange Commission on accounting fraud allegations, asking a Florida federal court to clarify a previous ruling that found the firm had waived the privilege.

  • December 13, 2017

    Ex-Katten Atty Trial Halted Over 'Career-Ending' Claims

    The Martin Shkreli-linked fraud trial of former Katten Muchin Rosenman LLP attorney Evan Greebel came to a screeching halt Wednesday, over unidentified “potentially career-ending” claims raised by Greebel's lawyers involving an unnamed government official.

  • December 13, 2017

    Ex-Deutsche Bank Trader's Libor Case Tainted, Judge Told

    Lawyers for former Deutsche Bank AG trader Gavin Black sought to undermine the U.S. Department of Justice in a Manhattan federal court on Wednesday at a hearing in which the government must show its London Interbank Offered Rate-rigging case wasn’t tainted by Black’s compelled testimony in the U.K.

  • December 13, 2017

    Chinese Investor Sues Over Alleged $50M EB-5 Visa Scam

    A Chinese investor who sought to receive a green card through the EB-5 visa program sued in California federal court on Tuesday to recover amounts he paid in connection with an alleged $50 million scheme that has resulted in federal criminal charges and forfeiture cases.

  • December 13, 2017

    Istanbul Ex-Cop Never Saw Turkish Banker During Stakeouts

    A former Istanbul anti-fraud cop told a Manhattan jury on Wednesday that during stakeouts he performed in a 2013 bribery probe before being forced to leave Turkey, he never saw Mehmet Hakan Atilla, the Turkish banker standing trial on charges of helping Iran dodge U.S. sanctions.

  • December 13, 2017

    Yellen Expects Continuity In Fed Rules When She Departs

    Federal Reserve Chair Janet Yellen on Wednesday said that she does not expect her successor to veer significantly from the regulatory policies the central bank has followed under her leadership, including its focus on higher capital requirements and plans for taking banks apart should they fail.

  • December 13, 2017

    Eaton Investor Beefs Up Claims In Suit Over Merger Tax Info

    An Eaton Corp. shareholder has asked a New York federal judge not to toss a proposed class action alleging the company defrauded it and others about the risks involved in a spinoff, saying it had fixed the deficiencies in an earlier complaint.

  • December 13, 2017

    SEC Names Longtime GOP Aide Head Of Accounting Unit

    The U.S. Securities and Exchange Commission on Tuesday said that William Duhnke, an attorney and longtime aide to Senate Republicans, has been named head of the agency’s accounting unit that oversees regulations related to audits of public companies and broker-dealers.

  • December 13, 2017

    Game Maker To Pay $4M To End Investor Claims Over IPO

    Mobile-game maker IDreamSky Technology Ltd. has agreed to pay $4.15 million to settle a class action over its $116 million initial public offering, the suing investors told a New York federal court on Tuesday.

Expert Analysis

  • Series

    40 Years Of FCPA: An Update From The DOJ

    Daniel Kahn

    U.S. Department of Justice prosecutors and law enforcement partners have secured more foreign bribery-related trial convictions and guilty pleas this year than in any other year in the history of the Foreign Corrupt Practices Act, in fact by almost twice as much. These are all significant cases with significant impacts, says Daniel Kahn, chief of the DOJ's FCPA Unit.

  • Why Information Governance Is More Important Than Ever

    Linda Sharp

    It used to be that hiring a good law firm was the single most important thing a company could do when facing litigation. You could now make the case that an organization’s most powerful asset in prosecuting or defending a claim is its information, says Linda Sharp, associate general counsel of ZL Technologies and chair of the ACC Information Governance Committee.

  • Diversity Poised To Take Center Stage In 2018 Proxy Season

    David Oelman

    Diversity on corporate boards has been a matter of interest among U.S. investors for years, but 2017 marked a turning point. We expect gender diversity in particular to take center stage in the 2018 annual meeting season, say attorneys with Vinson & Elkins LLP.

  • Opinion

    BigLaw Is Behind The Automation Curve

    Michael Moradzadeh

    In its new report on the effects of automation in the workplace, McKinsey Global Institute identifies lawyers as less susceptible to the sort of automation that could put one-third of American workers out of a career by 2030. This may seem reassuring, but it doesn't mean automation won't disrupt our bottom line, says Michael Moradzadeh of Rimon PC.

  • The Future Of Bitcoin Futures

    Colin Lloyd

    Trading in bitcoin futures opened this week on the CBOE Futures Exchange, with offerings from the Chicago Mercantile Exchange and the Cantor Exchange to soon follow. In designing their contracts, the exchanges had to make decisions about contract size, tenor, and trading and settlement conventions, with some notable consequences, say Colin Lloyd and James Michael Blakemore of Cleary Gottlieb Steen & Hamilton LLP.

  • Series

    40 Years Of FCPA: Compliance, Past And Future

    Hui Chen

    More than any other statute, the Foreign Corrupt Practices Act has fueled the growth of the compliance industry. While the expansion of corporate compliance is a positive development, the fear-driven and FCPA-centric approach has also produced unfortunate consequences, says ethics consultant Hui Chen, who served as the U.S. Department of Justice's first-ever compliance counsel.

  • 4th Circ. Deals Blow To Securities Fraud Plaintiffs

    Colby Smith

    By cabining material misrepresentation and scienter within their respective domains, the Fourth Circuit in Maguire Financial v. PowerSecure highlighted the onerous bar securities fraud plaintiffs must meet for their claims to survive dismissal, say attorneys with Debevoise & Plimpton LLP.

  • Series

    40 Years Of FCPA: Cross-Border Efforts And Growing Risk

    Patrick Stokes

    The U.S. agencies’ increasing coordination with their foreign partners has led to more potent Foreign Corrupt Practices Act investigations — in terms of both their scope and settlement cost, say Patrick Stokes, former chief of the FCPA Unit at the U.S. Department of Justice, and Zachariah Lloyd of Gibson Dunn & Crutcher LLP.

  • International ICOs May Not Be Safe From The SEC

    John Reed Stark.jpeg

    Simply originating an initial coin offering in a foreign jurisdiction may not be sufficient to avoid the long and global reach of the U.S. securities laws — and the current ICO dragnet of the U.S. Securities and Exchange Commission’s new cyber unit, says John Reed Stark, president of John Reed Stark Consulting LLC.

  • Series

    Judging A Book: Cooke Reviews 'Constance Baker Motley'

    Judge Marcia Cooke

    Gary Ford's new book, "Constance Baker Motley: One Woman’s Fight for Civil Rights and Equal Justice Under Law," is more than a biography of the first African-American woman to become a federal judge. It presents in vivid detail how her work altered the legal landscape of the United States, says U.S. District Judge Marcia Cooke of the Southern District of Florida.