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Securities
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September 24, 2024
Conn. Judge Sends Law Firm's Trade Secrets Case To Fla.
A Connecticut boutique law firm must go to Florida if it wants to continue pursuing its trade secrets case against a consultant it accused of making off with some of its confidential information because the Constitution State is an improper venue, a federal judge has ruled.
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September 24, 2024
2nd Circ. Partly Revives Suit Over $18.5B Telehealth Deal
The Second Circuit on Tuesday partially revived a suit against telehealth company Teladoc Health Inc. brought by investors who claim they were misled about the status of its integration with Livongo following their $18.5 billion merger.
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September 24, 2024
SEC, CFTC Issue $118M Fines In Latest Text Message Actions
Federal regulators said Tuesday that the Canadian Imperial Bank of Commerce and nearly a dozen other financial firms have agreed to pay fines totaling nearly $120 million to settle recordkeeping violations tied to employee use of unapproved communication methods like text messages to conduct business.
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September 23, 2024
Chamber Says X Ruling Boosts Bid To Nix Calif. Climate Laws
The U.S. Chamber of Commerce and the state of California have filed competing briefs on how a recent Ninth Circuit decision blocking parts of a social media law applies to the state's corporate climate disclosure rules, with the Chamber arguing the ruling reinforces how the latter violate the First Amendment.
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September 23, 2024
3rd Circ. Probes SEC's 'Close To Vacuous' Reply To Coinbase
Members of a Third Circuit panel on Monday pressed the U.S. Securities and Exchange Commission on its brief denial of crypto exchange Coinbase's request for rulemaking around digital assets, digging into how much of an explanation the agency owes the industry about its decision to forego setting rules for now.
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September 23, 2024
Credit Suisse Can't Ditch Investor Fraud Suit, But PwC Can
A New York federal judge has declined to fully dismiss a proposed class action alleging Credit Suisse misled investors about its condition in the run-up to its collapse and takeover by UBS, ruling that a narrow part of the litigation can proceed while much of it — including claims against PwC — must go.
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September 23, 2024
Crypto Miners Must Keep Fighting SEC's $18M Fraud Claims
A Utah federal judge on Monday refused to throw out the U.S. Securities and Exchange Commission's suit accusing two Utah residents of running an $18 million crypto fraud scheme, rejecting their arguments that the transactions at the heart of the dispute do not involve securities subject to the SEC's regulation.
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September 23, 2024
Coinbase Brings On Ex-Citadel Legal Chief With SEC Chops
Coinbase announced on Monday it has hired Ryan VanGrack to serve as its vice president of legal, where he will be overseeing civil litigation, regulatory probes, employment and intellectual property matters for the crypto exchange after spending seven years with Citadel Securities as general counsel.
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September 23, 2024
Mallinckrodt Brass Can't Avoid Investor Suit Over 2nd Ch. 11
A New Jersey federal judge ruled Monday that senior leaders of drugmaker Mallinckrodt cannot escape a lawsuit brought by shareholders alleging the company tricked them into thinking it had recovered from bankruptcy and would make a $200 million payment to opioid claimants, finding the investors sufficiently pleaded securities law violations.
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September 23, 2024
Petco, Shareholders Battle In Chancery Over Controller Clout
Attorneys for Petco Health & Wellness Co. Inc. face an "uphill battle" in branding as "wrongly decided" a landmark Court of Chancery ruling earlier this year that struck down an agreement giving a company's controlling stockholder board-trumping power, Delaware's chancellor cautioned on Monday.
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September 23, 2024
Bipartisan Senate Bill Would Extend Pandemic IG's Life
A bipartisan group of senators introduced a bill Monday to extend the pandemic watchdog five years beyond its March sunset, which the office has been asking for continuously.
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September 23, 2024
Adviser To Pay SEC $1.8M Over Temu Parent Co. Short-Selling
Private fund adviser Centerline Investment Management on Monday agreed to pay nearly $1.8 million to settle U.S. Securities and Exchange Commission charges that it illegally short-sold shares of PDD Holdings Inc., the parent of Chinese e-commerce giant Temu, within a restricted period.
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September 23, 2024
CFTC Fines Piper Sandler $2M In Latest Text Messaging Action
The U.S. Commodity Futures Trading Commission and the U.S. Securities and Exchange Commission both announced settlements Monday in their ongoing probe into the financial industry's use of personal devices to discuss company business, with the CFTC issuing a fine against a subsidiary of Piper Sandler & Co. while the SEC said that a cooperative investment adviser would not have to pay anything.
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September 23, 2024
DOJ Adds AI Risk To Corporate Compliance Program
The U.S. Department of Justice's Criminal Division is now weighing how companies manage risk related to artificial intelligence and potentially stymie whistleblowers, one of several updates to the division's policies on evaluating corporate compliance programs announced by a senior official on Monday.
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September 23, 2024
SEC Scores $12M Judgment In Unregistered Dealer Case
A Minnesota federal judge has ordered financial firm Carebourn Capital LP, its founder and an affiliated company to pay more than $12 million in disgorgement and prejudgment interest over U.S. Securities and Exchange Commission claims they made millions selling securities as unregistered dealers.
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September 23, 2024
Vanguard Agrees To Settle Investors' Tax Liability Suit
Vanguard agreed to settle a proposed class action by investors who accused the company of violating its fiduciary duties when it triggered a sell-off of assets that left them with massive tax bills, according to a Pennsylvania federal court order Monday.
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September 23, 2024
Auto AI Co.'s $30M Settlement With Investors Gets Initial Nod
An automotive software company's $30 million settlement to end an investor fraud class action won initial approval from a Boston federal judge on Monday.
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September 23, 2024
Ford Investor Claims Automaker's Execs Hid Warranty Costs
Directors and executives of Ford Motor Co. have been hit with a shareholder derivative suit alleging they covered up problems with the company's quality assurance procedures and made misleading statements about how much money was in warranty reserves, leading the company to overpay about $115 million when it bought back its own stock at artificially inflated prices.
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September 23, 2024
Frontier Must Face 401(k) Suit Over Verizon Investments
Frontier Communications Corp. can't dodge a proposed class action alleging its employee 401(k) plan was overinvested in Verizon Wireless and other telecommunications stocks, a Connecticut federal judge ruled, saying the existence of other investment options in the plan couldn't defeat the case.
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September 23, 2024
Davis Polk Vows Ex-Clerk Won't Touch Crypto Merger Suit
Local counsel for Galaxy Digital Holdings Inc. has told a Delaware vice chancellor that Davis Polk & Wardwell LLP will ensure that an incoming associate who clerked for the state's Supreme Court won't share information with attorneys defending the digital assets company in a merger suit that the state's highest court revived in May.
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September 23, 2024
Autism Played Role In Bankman-Fried Case, 2nd Circ. Told
A group of experts on neurodiversity told the Second Circuit that Sam Bankman-Fried, who has said he has autism and attention deficit hyperactivity disorder, may have been hurt at trial by a "cognitive and communication style" that at times frustrated the trial judge.
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September 23, 2024
Raymond James Pushes Ex-VP's Sex Bias Suit Into Arbitration
A Florida federal judge kicked a fired Raymond James and Associates executive's sex bias suit to arbitration Monday, concluding that a federal law prohibiting mandatory arbitration of sex misconduct claims didn't apply because her harassment allegations lacked "plausibility."
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September 23, 2024
Tempur Sealy Sets Divestiture Plan Ahead Of FTC Court Battle
Tempur Sealy International Inc. said Monday that it plans to sell 176 stores and seven distribution centers to Mattress Warehouse if it is able to close its planned $4 billion purchase of Mattress Firm Group Inc., in an effort to appease the Federal Trade Commission in its continued efforts to block the deal.
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September 23, 2024
Letterman Enjoys Jury Service, But Not Picked For Fraud Trial
David Letterman was excused from a Manhattan federal jury pool Monday ahead of the trial of a businessman accused of defrauding NBA athletes including former Los Angeles Laker Dwight Howard, after a lawyer said his son had interacted with the late-night television legend.
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September 20, 2024
3rd Circ. CFPB Ruling Threatens Securitization, Justices Told
Two major trade groups for the securities industry have urged the U.S. Supreme Court to review a Third Circuit decision allowing the Consumer Financial Protection Bureau to exercise enforcement authority over a collection of student loan securitization trusts, slamming the ruling as wrong and dangerous.
Expert Analysis
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New Lessons On Managing Earnout Provision Risks
Earnout provisions can be a useful tool for bridging valuation gaps in M&A, particularly in developmental-stage pharmaceutical transactions, but the Delaware Chancery Court’s recent decision in Shareholder Representative Services v. Alexion sheds new light on the inherent risks and best practices for managing them, say attorneys at Cleary.
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Navigating A Potpourri Of Possible Transparency Act Pitfalls
Despite the Financial Crimes Enforcement Network's continued release of guidance for complying with the Corporate Transparency Act, its interpretation remains in flux, making it important for companies to understand potentially problematic areas of ambiguity in the practical application of the law, say attorneys at Sidley.
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How Companies Are Approaching Insider Trading Policies
An analysis of insider trading policies recently disclosed by 49 S&P 500 companies under a new U.S. Securities and Exchange Commission rule reveals that while specific provisions vary from company to company, certain common themes are emerging, say attorneys at Gibson Dunn.
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Increased IPOs In '24 Shows Importance Of Strategic Planning
Initial public offerings, debt issuances and M&A activity so far in 2024 have shown substantial increases over comparable periods in 2023, highlighting why counsel should educate clients on market trends and financing alternatives to proactively prepare them to be ready to take advantage of opportunities, say attorneys at Skadden.
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How Methods Are Evolving In Textualist Interpretations
Textualists at the U.S. Supreme Court are increasingly considering new methods such as corpus linguistics and surveys to evaluate what a statute's text communicates to an ordinary reader, while lower courts even mull large language models like ChatGPT as supplements, says Kevin Tobia at Georgetown Law.
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Navigating New Enforcement Scrutiny Of 'AI Washing'
The U.S. Securities and Exchange Commission's recent lawsuit against Joonko Diversity, its first public AI-focused enforcement action against a private company, underscores the importance of applying the same internal legal and compliance rigor to AI-related claims as other market-facing statements, say attorneys at Fried Frank.
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How Fund Advisers Can Limit Election Year Pay-To-Play Risks
With Minnesota Gov. Tim Walz now the Democratic candidate for vice president, politically active investment advisers should take practical steps to avoid triggering strict pay-to-play rules that can lead to fund managers facing mutli-year timeouts from working with public funds after contributing to sitting officials, say attorneys at Dechert.
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Why Attorneys Should Consider Community Leadership Roles
Volunteering and nonprofit board service are complementary to, but distinct from, traditional pro bono work, and taking on these community leadership roles can produce dividends for lawyers, their firms and the nonprofit causes they support, says Katie Beacham at Kilpatrick.
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'Pig Butchering': The Scam That Exploits Crypto Confusion
Certain red flags can tip off banks to possible "pig-butchering," and with the scam's increasing popularity, financial institutions need to take action to monitor entry points into the crypto space, detect suspicious activity and provide a necessary backstop to protect customers, say Brandon Essig and Mary Parrish McCracken at Lightfoot Franklin.
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Opinion
Agencies Should Reward Corporate Cyber Victim Cooperation
The increased regulatory scrutiny on corporate victims of cyberattacks — exemplified by the U.S. Securities and Exchange Commission's case against SolarWinds — should be replaced with a new model that provides adequate incentives for companies to come forward proactively and collaborate with law enforcement, say attorneys at McDermott.
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9 Liability Management Tips As Debt Maturity Cliff Looms
As the debt maturity cliff swiftly approaches in this challenging environment, attorneys at Winston & Strawn highlight the top considerations for boards of directors and finance professionals to think about when structuring and executing liability management transactions, including reviewing capital structure, evaluating debt covenants, and more.
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How Transaction Lookbacks Can Guide Fintech Companies
As transaction lookbacks continue to be a key focus of enforcement actions, newer financial institutions like fintech companies should know they can benefit from proactively investigating their potential failure to identify suspicious activity, creating a compliance road map and building trust with regulators in the process, say attorneys at Jenner & Block.
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Firms Must Offer A Trifecta Of Services In Post-Chevron World
After the U.S. Supreme Court’s Loper Bright Enterprises v. Raimondo decision overturning Chevron deference, law firms will need to integrate litigation, lobbying and communications functions to keep up with the ramifications of the ruling and provide adequate counsel quickly, says Neil Hare at Dentons.
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5 Ways Life Sciences Cos. Can Manage Insider Trading Risk
In light of two high-profile insider trading jury decisions against life sciences executives this year, public companies in the sector should revise their policies to account for regulators' new and more expansive theories of liability, says Amy Walsh at Orrick.
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Series
A Day In The In-House Life: Narmi GC Talks Peak Productivity
On a work-from-home day in August, Narmi general counsel Amy Pardee chronicles a typical day in her life in which she organizes her time to tackle everything from advising on products and contract negotiations to volunteering and catching up on the New York Times crossword.