Securities

  • April 25, 2018

    SEC's Jackson Decries 'Middle-Market Tax' On IPOs

    U.S. Securities and Exchange Commissioner Robert Jackson decried Wednesday initial public offering fees as effectively a “middle-market tax” that dissuades more small to midsize companies from going public, and called for more robust disclosures explaining the cost of IPOs.

  • April 25, 2018

    Value Dispute Revives Dissolved LLC, Del. Court Rules

    A Delaware vice chancellor on Wednesday nullified the 2012 dissolution of a limited liability corporation that two unitholders said came up $11 million short in required reserves for payouts in the event of a disputed valuation of the parent company that once employed both investors.

  • April 25, 2018

    Rite Aid Investor Wants Merger Appraisal Rights Preserved

    A shareholder of retail pharmacy chain Rite Aid Corp. filed suit Tuesday in Delaware Chancery Court seeking to preserve his rights to an appraisal of stock in the company’s proposed merger with grocery chain Albertsons Cos. LLC.

  • April 25, 2018

    Facebook Investor Sues Over Cambridge Analytica Cover-Up

    Fallout over the Cambridge Analytica scandal continued Wednesday when a Facebook investor hit the social media giant’s leadership with a stockholder derivative suit in Delaware’s Chancery Court, seeking “extraordinary equitable relief” on claims that founder Mark Zuckerberg and the company’s top brass breached their fiduciary duty by hiding the scandal.

  • April 25, 2018

    SEC's $35M Yahoo Fine Lacks Bite Without Targeting Execs

    A $35 million SEC fine levied against Altaba Inc., the company formerly known as Yahoo, for failing to disclose a massive 2014 data breach is a wake-up call for other companies to put disclosure procedures in place and use them, but the message would have been louder and clearer had individual company executives been held liable, legal experts said Wednesday.

  • April 25, 2018

    Proskauer Pulls Bid At 5th Circ. To Stay $1.5B Stanford Trial

    Proskauer Rose LLP on Wednesday withdrew a request that the Fifth Circuit pump the brakes on an April 30 trial setting in a $1.5 billion lawsuit brought by the receiver for the R. Allen Stanford Ponzi scheme, just a day after asking the appellate court for a stay of the trial court proceeding.

  • April 25, 2018

    Elio Motors Puts Brakes On IPO, Pursues Coin Offering

    Three-wheeled carmaker Elio Motors Inc. on Wednesday scrapped its plans for a $100 million initial public offering, one day after the company said it would ride the cryptocurrency route and pursue a coin offering to fund production of its yet-to-be-made vehicle.

  • April 25, 2018

    HSBC Bankers Stick Up For Former Exec Ahead Of Sentencing

    More than two dozen current HSBC employees have urged a Brooklyn federal judge to go easy in sentencing their former colleague who was convicted of a foreign currency exchange fraud, a somewhat unusual situation since HSBC itself settled criminal claims over the scheme with the U.S. Department of Justice.

  • April 25, 2018

    AXA Seeks 2nd Circ. Rehearing In Annuities Suit

    AXA Equitable Life Insurance Co. asked the Second Circuit on Tuesday for an en banc rehearing on its decision to revive a putative class action after finding the suit's claims of AXA’s alleged deception about variable annuities were not a federal matter, saying the ruling conflicts with U.S. Supreme Court precedent.

  • April 25, 2018

    Willbros Investor Sues Over Proposed $108M Sale To Primoris

    Willbros Group Inc.'s board misled investors about a $107.6 million deal to sell the company to Primoris Services Corp. and undervalued the price, according an investor's proposed class action against the oil and gas infrastructure company and its board in Texas federal court Tuesday.

  • April 25, 2018

    Texas Judge OKs $33M Attys' Fees In $100M Halliburton Deal

    A federal judge in Texas on Wednesday approved $33 million in class counsel awards in a $100 million settlement between Halliburton Co. and disgruntled investors, saying the request — which is only 77 percent of the lodestar rate — is reasonable.

  • April 25, 2018

    Wilmington Trust Loan Cover-Up Case Goes To Del. Jury

    A federal jury in Delaware took up criminal charges Wednesday against four Wilmington Trust Corp. executives accused of conspiring to hide hundreds of millions of dollars in bad loans, after a prosecutor said in closing that the case focused on false statements and disclosures.

  • April 25, 2018

    SEC Gets $2.7M In Oil Field 'Man Camp' Judgments

    The U.S. Securities and Exchange Commission nabbed $2.7 million in default judgments Tuesday against the owners of a real estate development company who allegedly ensnared investors in a $62 million Ponzi scheme involving so-called man camps for oil field workers.

  • April 25, 2018

    Ex-UBS Trader Acquitted Of Spoofing Scheme

    A New Haven federal jury on Wednesday acquitted a former UBS trader accused of scheming to manipulate the precious metals futures market with “spoofing,” a trading tactic that involves the use of allegedly deceptive bids or offers to feign the appearance of supply or demand.

  • April 24, 2018

    Case Against Ex-UBS Trader In Spoofing Trial Heads To Jury

    The trial of a former UBS AG trader accused of scheming to manipulate the precious metals futures market with a trading tactic known as “spoofing” headed to a New Haven federal jury Tuesday after prosecutors wrapped up their case by emphasizing the testimony, trading data and other evidence they’ve presented over the past week.

  • April 24, 2018

    FCA Investigator Disputes Boss' Statements In Libor Case

    An investigator for the U.K. Financial Conduct Authority testified in a marathon hearing in Manhattan federal court Tuesday that his boss at the financial regulator seems to have made a misrepresentation in the case of two former Deutsche Bank traders accused of rigging the London Interbank Offered Rate.

  • April 24, 2018

    'Doubt' Fatal To Wilmington Trust Exec Case, Defense Says

    Missing links, unsupported charges and reasonable doubt riddle the criminal fraud and conspiracy case federal prosecutors laid out against four Wilmington Trust Corp. executives accused of hiding hundreds of millions of dollars in past due loans, defense attorneys argued near the end of a trial in Delaware on Tuesday.

  • April 24, 2018

    Allegiant Hit With Stock-Drop Suit Amid Safety Lapse Report

    Allegiant Air was hit with a putative securities class action Tuesday alleging the low-cost airline hid its poor safety record and lied to investors about numerous hazardous incidents, which were revealed in a recent bombshell CBS News "60 Minutes" report that caused Allegiant’s stock price to dip.

  • April 24, 2018

    3 Firms To Pay $800K More Amid Billable Hour Probe

    Labaton Sucharow LLP, Thornton Law Firm LLP and Lieff Cabraser Heimann & Bernstein LLP will pay up to $800,000 more to cover costs for a probe into whether they inflated billable hours to claim $75 million in fees in a suit against State Street Corp. over its foreign exchange practices, a Massachusetts federal judge ruled Tuesday.

  • April 24, 2018

    Patriot National's Plan Releases Too Broad, Ch. 11 Judge Says

    Insurance services firm Patriot National Inc. will have to trim releases included in its Chapter 11 plan of reorganization after a Delaware judge agreed Tuesday with the United States Trustee’s objection over the wide scope of the proposed releases.

Expert Analysis

  • Calibrating Structural And Decisional Independence For ALJs

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    When the solicitor general agreed with Raymond Lucia's argument that the U.S. Securities and Exchange Commission itself must appoint administrative law judges to conform with the appointments clause, the result in Lucia v. SEC seemed foreseeable. But oral arguments this week suggest that the U.S. Supreme Court justices may be more divided than expected, says professor Harold Krent of IIT Chicago-Kent College of Law.

  • New TCJA Reporting Rules For Life Settlement Transactions

    Brian Casey

    Investors who acquire in-force life insurance policies in the secondary trading market and life insurers paying death benefits for secondary life insurance market policies must understand the Tax Cuts and Jobs Act's new Internal Revenue Service informational reporting requirements, say attorneys with Locke Lord LLP.

  • Crypto Set To Drive Demand For Traditional Services: Part 2

    Izzy Nelken

    There is speculation that smart contracts may enable technology to replace the practice of law. However, disputes will almost certainly arise as a result of the innate characteristics of smart contracts, requiring seasoned legal representation, say Collin Starkweather, a principal at Charles River Associates, and Izzy Nelken, a member of the Chicago Board Options Exchange's product development committee.

  • Have Your Cake, Eat It Too: Stocks Taxed As Assets In M&As

    Kelly Frey

    Certain M&A transactions can be structured as stock deals, but taxed as asset deals, with an IRC section 338(h)(10) election. Transactional attorneys failing to advise of the election can cost a client millions in lost tax savings and may face malpractice claims, say attorneys Kelly Frey and Amelia Lant at Nelson Mullins Riley & Scarborough LLP in Nashville, Tennessee.

  • Crypto Set To Drive Demand For Traditional Services: Part 1

    Collin Starkweather

    The widespread adoption and increasing regulation of virtual currencies and related technologies will give rise to the need for individuals with expertise in traditional fields, such as financial services and tax, say Collin Starkweather, a principal at Charles River Associates, and Izzy Nelken, a member of the Chicago Board Options Exchange's product development committee.

  • New Remedial Actions For Tax-Advantaged Bonds And P3s

    Travis Gibbs

    Under an IRS revenue procedure issued on April 11, 2018, issuers of tax-advantaged bonds have new remedial actions available to them to cure unqualified uses that previously would result in loss of tax-advantaged status. Attorneys at Nixon Peabody LLP explain the new procedures.

  • If Lucia Wins On SEC Judges, What Comes Next?

    Daniel Walfish

    The U.S. Supreme Court is set to consider in Raymond J. Lucia v. SEC whether the U.S. Securities and Exchange Commission’s previous hiring of administrative law judges violated the Constitution. Let's look at two issues on the horizon if the answer is yes, says Daniel Walfish of Walfish & Fissell LLP.

  • Investing In US Real Estate On A (Possibly) Tax-Free Basis

    Galia Antebi

    Under certain facts, some foreign investors can invest in a real estate investment trust on a completely tax-free basis, both with respect to distributions received from the REIT and with respect to the disposition of the REIT stock, say Galia Antebi and Neha Rastogi of Ruchelman PLLC.

  • Rule 23 Changes: Avoid Delays In Class Settlement Approval

    Shandarese Garr

    Among the proposed amendments to Rule 23 of the Federal Rules of Civil Procedure, which are scheduled to take effect Dec. 1, are specific requirements related to “front-loading.” They outline the process for seeking preliminary court approval of class action settlements and related notice plans, say Shandarese Garr and Niki Mendoza of Garden City Group LLC.

  • Tax Reform Creates New Opportunities For REITs

    James Godman

    While many analysts expected that federal tax reform would dampen enthusiasm around real estate investment trusts, those concerns have proven to be unfounded. In fact, REITs and their investors should see a net gain overall from the recently adopted tax changes, say attorneys with Kramer Levin Naftalis & Frankel LLP.