Securities

Expert Analysis

• 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.

• Foreign Banks Should Remain Wary Of US Sanctions Laws

  

  While major enforcement actions against foreign banks for U.S. sanctions violations have slowed down in the past few years, recent settlements against three foreign banks show that federal and state authorities are still enforcing sanctions laws — and the pace of enforcement will likely increase, say Andrew Zimmitti and Richard Hartunian of Manatt.

• Getting Out Of Legal Project Management Debt

  

  If a client does not demand the application of project management techniques at the start of a matter, or a law firm does not routinely apply them, it is highly likely that additional, avoidable work — legal project management debt — will materialize throughout the matter, says Anthony Widdop of Shearman & Sterling.

• Employer Considerations For Gov't Probes Of Senior Execs

  Excerpt from Lexis Practice Advisor

  

  There are various steps in-house and outside counsel should take when representing a company in a government investigation of a senior executive. Attorneys with Pierce Bainbridge and Sahn Ward share practical guidance for each part of the process.

• Traders At Risk Of DOJ Wire Fraud Charges For Spoofing

  

  In U.S. v. Vorley, the U.S. Department of Justice has charged two commodities traders with wire fraud, based on an alleged spoofing scheme. The DOJ's approach could greatly expand potential criminal liability for spoofing activity, say attorneys at Mayer Brown.

• 5 Key Points From Fed's Bank Control Proposal

  

  The Federal Reserve's proposal to revise its board of governors' historically ad hoc approach to determining when a company has a controlling influence over a bank will likely bring increased transparency, predictability and simplicity to the process, say attorneys at Troutman Sanders.

• 6 Ways To Keep Your Jury From Zoning Out

  

  Science suggests that at least some jurors pay attention to less than 65% of the evidence during a trial due to "task-unrelated thoughts," but there are steps attorneys can take to present information in a more engaging, cognition-friendly fashion, say Dennis Stolle and Dennis Devine of Barnes & Thornburg.

• Defending Securities Act Claims In Texas State Court: Part 3

  

  Litigating federal Securities Act class actions in Texas state courts is still a new frontier in the wake of the U.S. Supreme Court's 2018 Cyan decision. In the final part of this series, attorneys at Haynes and Boone discuss class certification defenses and obtaining early summary judgments.

• Pitfalls To Avoid As Cannabis M&A Takes Off

  

  Although 2019 is shaping up to be a banner year for mergers and acquisitions in the cannabis industry, parties must be mindful of the particular challenges of these deals, such as often contradictory regulatory regimes, significant stock price volatility and inflated valuation metrics, says John Bessonette of Kramer Levin.

• 5 Myths In Legal Crisis Communications

  

  Having worked at a boutique law firm, a crisis communications agency and in BigLaw, I have identified a number of common misconceptions across these disparate business models when it comes to crisis and litigation communications, says Robert Gemmill of Hogan Lovells.

• Defending Securities Act Claims In Texas State Court: Part 2

  

  After last year's U.S. Supreme Court ruling in Cyan, defendants are more likely to face federal Securities Act class actions in Texas state courts. Knowledge of Texas procedures can help defendants challenge a state court's jurisdiction and understand how best to handle parallel proceedings, say attorneys at Haynes and Boone.

• How Del. High Court Sees Discussion Vs. Negotiation In M&A

  

  Although there is still no bright-line test, last month's Delaware Supreme Court decision in Olenik v. Lodzinski clarified the difference between “preliminary discussions” and “negotiations” for purposes of the requirement set forth in the 2014 case Kahn v. M&F Worldwide, say attorneys at Fried Frank.

• Defending Securities Act Claims In Texas State Court: Part 1

  

  The U.S. Supreme Court's ruling in Cyan last year allowed plaintiffs to pursue class actions under the federal Securities Act in state courts. Texas has notoriously unusual procedures for obtaining early pretrial wins in securities litigation, but there are opportunities for knowledgeable practitioners, say attorneys at Haynes and Boone.

• An Overview Of The Debate Over Litigation Finance Disclosure

  

  In light of a New York federal court's recent decision in Benitez v. Lopez, which joins a growing body of case law denying forced disclosure of commercial litigation finance, Stephanie Spangler of Norris McLaughlin and Dai Wai Chin Feman of Parabellum Capital break down the arguments commonly raised for and against disclosure.

• Key Tax Issues In Rollover Equity Transactions: Part 2

  

  In the final installment of this two-part series about tax issues in rollover equity transactions, Scott Dolson of Frost Brown Todd tackles tax and net income allocation provisions in LLC operating agreements, when equity rollovers are technically compensation, and the potential tax consequences of rolling over equity-like bonus rights.