Securities

Expert Analysis

• Revisiting When — And When Not — To Seek Appraisal

  

  After a string of recent Delaware Supreme Court decisions, it appears that seeking a court's independent appraisal of a deal price may be relevant only in the context of certain limited factual scenarios, say Michael Maimone and Joseph Schoell of Drinker Biddle.

• Directors Must Heed SEC On Cybersecurity And Social Media

  

  The U.S. Securities and Exchange Commission has made clear that it expects companies to take action to avoid and remediate cybersecurity breaches, and to carefully review information disclosed via social media. But many officers and directors remain underprepared for SEC enforcement in these areas, say attorneys at Vinson & Elkins.

• Reducing The Regulatory Risk Of Merchant Cash Advances And Factoring

  

  Courts and regulators have reached different conclusions on whether merchant cash advances and unpaid invoice purchases constitute loans subject to state lender licensing and usury regulations. Attorneys at Buckley discuss how to minimize the chances of these transactions being recharacterized as loans.

• Q&A

  A Chat With Gilead Sciences Legal Ops Leader Gary Tully

  

  In this monthly series, legal recruiting experts from Major Lindsey & Africa interview legal industry leaders about the increasingly competitive business environment. Here, Rod Osborne talks with Gary Tully, head of legal operations at Gilead Sciences.

• DC Circ.'s Chance To Clarify 'Should Have Known' Liability

  

  With its upcoming decision in Thaddeus North v. U.S. Securities and Exchange Commission, the D.C. Circuit should articulate a clear legal standard for when a compliance officer “should have known” about reportable events. Without such guidance, compliance officers cannot do their jobs without fearing unintended consequences, say Brian Rubin and Michelle McIntyre of Eversheds Sutherland.

• Opinion

  FINRA's Presumptive Bad Actor Rule Seems Like Overkill

  

  The Financial Industry Regulatory Authority's proposal to establish a system of preemptive confiscatory fines based on predictive analytics prompts many questions about whether such a regime would be necessary or fair, says Thomas Potter of Burr & Forman.

• Series

  Why I Became A Lawyer: Completing The Journey Home

  

  My mother's connection to her Native American heritage had a major influence on my career — my decision to enter the legal profession was driven by the desire to return to my tribal community and help it in any way I could, says Jason Hauter of Akin Gump.

• Examining The Evidence On VIX Manipulation

  

  An ongoing multidistrict litigation alleges manipulation of the formula used to determine the settlement price for derivatives based on the Chicago Board Options Exchange’s volatility index. But a review of trading data reveals how reasons other than manipulation can explain trading activity on any given day, say consultants with Analysis Group.

• The Insider Trading 'Mess' Congress Is Trying To Fix

  

  The House Committee on Financial Services recently approved the Insider Trading Prohibition Act, which creates a statutory definition of insider trading in response to what one legislator called a “judicial mess.” The history of insider trading prosecutions supports the need for clarification, say attorneys with Paul Hastings.

• DC Circ. Gives New Meaning To 'Willful' In Securities Statutes

  

  The D.C. Circuit’s recent decision in The Robare Group v. U.S. Securities and Exchange Commission drives home the idea that long-accepted interpretations of federal securities laws may be upended when appellate courts take a fresh look at the statutory language, say attorneys at Debevoise & Plimpton.

• New Questions Over Corporate Officers' Legal Duties

  

  Recent litigation between Hertz and its former executives raises novel questions about whether corporate leaders have a legally cognizable responsibility to set the right “tone at the top,” and the consequences if they fail to do so, say attorneys at Cleary.

• Series

  Judging A Book: Wood Reviews 'The Making Of A Justice'

  

  Retired U.S. Supreme Court Justice John Paul Stevens' new book, "The Making of a Justice," is required reading for anyone interested in 20th and 21st century America, says Seventh Circuit Chief Judge Diane Wood.

• Where The Post-Libor Litigation Tsunami Will Hit

  

  The permanent cessation of the Libor rate in 2021 will likely trigger a flood of litigation over many existing contracts that lack effective replacements. Marc Gottridge of Hogan Lovells identifies the types of products that may be most susceptible to disputes.

• 2nd Circ.'s Logical Take On 'Event-Driven' Securities Claims

  

  The Second Circuit's recent opinion in Singh v. Cigna will not put an end to "event-driven" securities cases, which revolve around negative operational incidents. But it will likely increase the dismissal rate of such claims, and may deter weaker filings, say Adam Hakki and Agnès Dunogué of Shearman & Sterling.

• What Gov't Outsourcing Ruling Means For Investigations

  

  A New York federal court's recent decision in U.S. v. Connolly is a warning to prosecutors against outsourcing their investigations to companies and outside counsel, but it should also be used by companies to determine the framework for internal investigations, says Rachel Maimin of Lowenstein Sandler.