Securities

  • May 22, 2018

    NY Lawmakers Tap Interim AG Underwood To Finish Term

    Acting New York Attorney General Barbara D. Underwood was tapped Tuesday by the state legislature to serve out the remainder of Eric Schneiderman’s term after he resigned earlier this month amid allegations of physical abuse by four women.

  • May 22, 2018

    Woodbridge Settles SEC Claims In $1.2B Investment Scheme

    The U.S. Securities and Exchange Commission has agreed to settle allegations against a slew of unregistered Florida-based funds called the Woodbridge Group of Cos. LLC, which the agency claimed were used in an alleged $1.2 billion scheme that duped more than 8,400 investors.

  • May 22, 2018

    SEC's Clayton Urges ICO Issuers To Reach Out To Agency

    U.S. Securities and Exchange Commission Chairman Jay Clayton on Tuesday encouraged all issuers of digital tokens to reach out to the agency he oversees with questions regarding whether their initial coin offerings are securities subject to SEC regulation.

  • May 22, 2018

    JPMorgan Brass Beat Derivative Suit Over Bank's RMBS Biz

    A shareholder derivative suit accusing a number of JPMorgan directors of having failed to properly oversee the bank’s subprime residential mortgage-backed securities business in the run-up to the financial crisis is too similar to another already-dismissed case to proceed, a New York federal judge said Monday.

  • May 22, 2018

    Hedge Fund Owner, Hotel Developer Resolve $2M Fraud Suit

    A hedge fund owner awaiting sentencing on related criminal charges has resolved civil claims in New Jersey federal court that he duped a hotel developer into giving him an almost $2 million investment — about half of which, he testified at trial, he thought he was permitted to spend on a residential mortgage for himself.

  • May 22, 2018

    Blue Apron Looks To Dodge Investors’ Stock-Drop Suit

    Blue Apron Holdings Inc. urged a New York federal judge on Monday to toss a proposed shareholder class action over a decline in the company's stock price that followed its initial public offering, saying it couldn’t have predicted issues at a new meal-assembly facility when it went public last year.

  • May 22, 2018

    Citco's UBS Docs Privileged In Pension Fund Row, Judge Says

    Citco Group Ltd. can keep confidential certain communications with UBS AG sought by several pension funds that have accused Citco and others of making misrepresentations about a $100 million investment in an insolvent investment vehicle, a Louisiana federal judge ruled Monday, finding that the documents warranted attorney-client privilege.

  • May 22, 2018

    Express Scripts Beats Investor Suit Over Anthem Disclosures

    Pharmacy benefit manager Express Scripts Holdings Co. on Tuesday won the dismissal of an investor suit over a breakdown in its relationship with health insurance giant Anthem Inc. that allegedly caused a multibillion-dollar drop in the value of its shares.

  • May 22, 2018

    House Sends Dodd-Frank Banking Rule Rollback To Trump

    The U.S. House of Representatives on Tuesday passed a major rollback of Dodd-Frank rules, sending a package of financial industry changes that backers say cut costly and burdensome regulations to President Donald Trump, who has indicated his support for the measure.

  • May 22, 2018

    5th Circ. Axes States' Bid To Revive DOL Fiduciary Rule Suit

    The Fifth Circuit on Tuesday deflated workers’ advocates’ hopes that a trio of states could rally to save the U.S. Department of Labor’s fiduciary rule, with the court striking down an attempt by the California, Oregon and New York attorneys general to revive litigation over the retirement-savings rule.

  • May 22, 2018

    Biz Partner Asks 7th Circ. To Revive Claims Over Equity Grab

    A former 50-50 shareholder in a utility servicing company asked the Seventh Circuit to revive federal racketeering and securities claims in a suit accusing his business partner of illegally transferring himself more equity in the company, saying the lower court incorrectly found for the company over whether he consented to the transfer.

  • May 22, 2018

    O'Melveny Adds DOJ Fraud Unit Chief To White Collar Roster

    The chief of the securities and financial fraud unit at the U.S. Department of Justice who helped prosecute Volkswagen AG and its executives in the diesel emissions scandal is joining O'Melveny & Myers LLP on its white collar and corporate investigations bench, the firm announced Tuesday.

  • May 22, 2018

    Herrick Beats New Damages Bid In Suit Over Filing Deadlines

    A New York state judge on Tuesday rejected an investment group’s bid to void an arbitrator’s finding that Herrick Feinstein LLP owed no damages for allegedly bungling filing deadlines in a breach of contract suit alleging a trader used the group's funds for a "pump and dump" scheme.

  • May 22, 2018

    Ex-Manager, CEO Convicted In $9.7M Valeant Kickback Plot

    A former manager at Valeant Pharmaceuticals International Inc. and the CEO of a mail-order pharmacy whose close ties to the drugmaker led to a federal investigation were convicted by a Manhattan federal jury on Tuesday of scheming to bring about a tie-up between the companies in exchange for a $9.7 million kickback.

  • May 21, 2018

    Chancery Judge Denies Bid For Redo In HP-Aruba Appraisal

    A Delaware Chancery Court judge on Monday denied a bid for reargument from investors of Aruba Networks Inc., who claimed he misapplied state law by shaving 30 percent off the deal price in an appraisal action over Hewlett-Packard Co.’s $2.8 billion acquisition of the company.

  • May 21, 2018

    TD Ameritrade Ducks Investments Mismanaging Class Action

    A federal judge in Pennsylvania on Monday tossed a class action accusing TD Ameritrade of mismanaging clients’ funds by investing them in volatile securities, finding that the case is inappropriate for class action treatment and that the claims are subject to arbitration before the Financial Industry Regulatory Authority.

  • May 21, 2018

    Lender, Creditors Blast Gibson $135M Financing Plan

    A lender to and the unsecured creditors of bankrupt guitar and piano maker Gibson Brands Inc. Monday asked a Delaware bankruptcy court to reject the company’s plan to tap into $135 million in debtor-in-possession financing, saying the proposal would rack up millions in fees.

  • May 21, 2018

    Litvak Is No Rescue For Ex-Nomura RMBS Trader, Feds Say

    Prosecutors on Friday ripped a renewed bid in Connecticut federal court for a new trial from a former Nomura Securities International Inc. residential mortgage-backed securities trader found guilty of conspiracy, saying the Second Circuit's recent reversal of ex-Jefferies Group trader Jesse Litvak's conviction has no bearing on this case.

  • May 21, 2018

    Ex-NY Sports Radio Host Rips Ponzi Charges, Evidence

    A former sports radio host charged with fraud relating to investments in ticket resales for major pop concerts asked a New York federal court on Friday to dismiss a substantive securities fraud count and suppress evidence found on his iPhone, saying both are defective.

  • May 21, 2018

    Zohar Deal Stays Litigation, Appoints Independent Director

    A settlement reached among key players Monday in the Delaware Chapter 11 cases of the Zohar Funds will pause active litigation between the parties for 15 months and will see founder Lynn Tilton largely step aside from running the funds in favor of an independent director.

Expert Analysis

  • Kinross Settlement Highlights FCPA Risks For Mining Cos.

    Collmann Griffin

    In March, a Canadian gold and silver mining company agreed to pay nearly $1 million to the U.S. Securities and Exchange Commission over alleged violations of the U.S. Foreign Corrupt Practices Act. The case shows the risks faced by companies that fail to implement appropriate controls post-acquisition, particularly in the mining industry, says Collmann Griffin of Miller and Chevalier Chtd.

  • Electronic Roadshows: Why The Voice-Over Matters

    Steven Friend

    Recently, we have been involved in several registered Securities Act transactions in which the deal team considered posting slides to an electronic roadshow platform without a recorded voice-over from the issuer’s management. When confronted with this choice, members of the deal team are well-advised to think through the consequences, say attorneys with Hunton Andrews Kurth LLP.

  • Shareholder Arbitration Issue Isn't Going Away

    Kevin LaCroix

    In a recent letter to a member of Congress, U.S. Securities and Exchange Commission Chairman Jay Clayton said that he hasn't decided whether mandatory arbitration of shareholder disputes is appropriate, and that exploring the idea is not a priority for him. However, I believe the issue is going to require commission action sooner rather than later, says Kevin LaCroix of RT ProExec.

  • Introducing The Legal Industry To Millennial Business Owners

    Yaima Seigley

    ​The current business climate has produced vast opportunities for seasoned lawyers to create valuable connections with millennial business owners, but first lawyers must cleanse their palate of misconceptions regarding millennials, says Yaima Seigley of Isaac Wiles Burkholder & Teetor LLC.

  • How Not To Bungle Off-Cycle Engagements With Stockholders

    Ethan Klingsberg

    Many companies are now turning from annual meetings to off-cycle engagements with their institutional investors, but the risks are significant. On that account, we have compiled some guidelines and tips based on direct feedback from a spectrum of investors over the past six months, say Ethan Klingsberg and Elizabeth Bieber of Cleary Gottlieb Steen & Hamilton LLP.

  • 6 Ways To Manage International Regulatory Risk Under Trump

    Gregory Husisian

    Recent enforcement activity — including record-setting Foreign Corrupt Practices Act and economic sanctions penalties — confirms that the Trump administration is committed to the aggressive application of U.S. law abroad. Multinational companies need to prioritize managing the risks posed by laws governing U.S. exports and international conduct, say Gregory Husisian and Olivia Singelmann of Foley & Lardner LLP.

  • 5 Questions You Should Ask About Your Global Equity Awards

    William Woolston

    U.S. companies venturing into the world of global equity compensation confront a complex, cross-border web of rules and regulations. Victoria Ha and William Woolston of Covington & Burling LLP highlight five critical questions that can help U.S. companies navigate common legal pitfalls, with a focus on some of the most rapidly evolving areas of law.

  • Reaffirming Omnicare's Section 10(b) Protections

    Susanna Buergel

    In its recent decision in Martin v. Quartermain, the Second Circuit reiterated that meeting the Omnicare standard set forth by the U.S. Supreme Court in 2015 is no small task for investors. This strict application of Omnicare ensures that Section 10(b) jurisprudence remains focused on identifying truly fraudulent conduct, say attorneys with Paul Weiss Rifkind Wharton & Garrison LLP.

  • Breaking Down The SEC's New Proxy Interpretations

    Laura Richman

    Last week, the U.S. Securities and Exchange Commission issued compliance and disclosure interpretations on a broad range of proxy topics. Here, attorneys with Mayer Brown LLP review the substantive and technical changes from earlier guidance and offer some practical considerations.

  • Opinion

    Why Won't Judicial Nominees Affirm Brown V. Board Of Ed?

    Franita Tolson

    On May 17, 1954, the U.S. Supreme Court decided Brown v. Board of Education, recognizing a moral and legal truth that should be beyond question in American society. The refusal by some of President Donald Trump's judicial nominees to say whether they believe the case was decided correctly is indicative of the narrow-minded elitism they would bring to the bench, says professor Franita Tolson of the University of Southern California's Gould School of Law.