Securities

  • March 23, 2017

    Chancery Says Release From Co. In Receivership Binding

    A Delaware Chancery judge ruled Thursday that an indemnification agreement the former president of Southern China Livestock Inc., which was put into receivership after abandoning the U.S. markets, struck was binding and blocks him from breach of fiduciary duty claims from the company’s receiver.

  • March 23, 2017

    Split Del. High Court Upholds ETE's Williams Merger Exit

    In a rare split decision, Delaware's Supreme Court on Thursday rejected a bid by The Williams Cos. to salvage what was once a $38 billion merger with Energy Transfer Equity, despite evidence favoring claims that ETE had breached a duty to make all commercially reasonable efforts to close.

  • March 23, 2017

    Colo. Judge Says Oracle Workers’ ERISA Suit Must Proceed

    A putative class action alleging that tens of thousands of Oracle Corp. 401(k) plan participants overpaid for their benefits beat Oracle’s dismissal motion Wednesday when a Colorado federal judge said that courts must tread especially lightly when hearing Employee Retirement Income Security Act cases.

  • March 23, 2017

    Wal-Mart Bribe Plaintiff Sees Hope In Another's Evidence

    A Wal-Mart investor whose securities fraud suit against the retailer over bribery at its Mexican unit asked a New York federal judge on Thursday to allow him to file a fourth complaint, saying sealed evidence in a similar case included contents described in a brief that could save his class action.

  • March 23, 2017

    Ex-InterMune Exec Lied During SEC Trial, Judge Says

    A California federal judge said Thursday she's inclined to grant the U.S. Securities and Exchange Commission's post-trial bid to permanently bar a former InterMune director from serving on the board of publicly traded companies, saying she thinks he lied on the stand before his insider trading conviction.

  • March 23, 2017

    Pillsbury Hires Ex-Greenberg Traurig Litigator In Calif.

    Pillsbury Winthrop Shaw Pittman LLP announced Thursday that a former Greenberg Traurig LLP litigator is joining its Silicon Valley office, bolstering its offerings with his experience representing technology and cyber-focused companies and focusing on matters like securities litigation and data security.

  • March 23, 2017

    Trial In Biomedical Stock Scheme Delayed

    A federal judge in Massachusetts on Thursday agreed to delay a trial against a former biomedical company executive in an alleged stock scheme, signaling concern over voluminous discovery.

  • March 23, 2017

    Dewey Finance Staffer Says She Cooked The Books

    A former Dewey & LeBoeuf LLP finance department staffer told a Manhattan jury Thursday she improperly reversed accounting entries on the law firm’s books and lied to partners and others who questioned the suspect treatments.

  • March 23, 2017

    Clayton Hit With Shareholder Suit Over $2.7B Noble Merger

    Clayton Williams Energy Inc. shareholders sued the company in Delaware federal court on Wednesday to block progress on a $2.7 billion acquisition by Noble Energy Inc. that they say cheats shareholders of the chance to assess whether they're getting a fair share in the company's meteoric recent success.

  • March 23, 2017

    Former CFTC General Counsel Joins Skadden In DC

    The former general counsel for the U.S. Commodity Futures Trading Commission has joined Skadden Arps Slate Meagher & Flom LLP’s derivatives group in Washington, D.C., the firm announced on Thursday.

  • March 23, 2017

    Uber’s Bid To Arbitrate Bogus Stock Promise Row Stalls

    A California federal judge said Thursday she’ll deny Uber’s bid to arbitrate a proposed collective action alleging the ride-hailing giant lured top engineers with stock option promises that were later reneged, saying she’ll instead stay the case until the U.S. Supreme Court decides if businesses can force employees to waive collective claims.

  • March 23, 2017

    Investors Hit Meat Processing Co. Over Bribery Concealment

    Investors in Brazilian meat processing company JBS SA sued the company and its executives Wednesday in Pennsylvania federal court, alleging management concealed evidence of poor food quality and bribery of plant inspectors, leading to a stock drop.

  • March 23, 2017

    LendingClub Investors Can Proceed With Trimmed Stock Suit

    A California federal judge said Thursday he’ll trim claims from a putative investor class action alleging LendingClub hid internal control problems that led to its stock plunge, but refused to throw out the investors’ case against the company, saying they’d provided evidence of a “wink wink” agreement to inflate loan sales.

  • March 23, 2017

    Del. Justices Uphold Chancery Toss Of $3B C&J Merger Suit

    The Delaware Supreme Court on Thursday upheld the Chancery Court's decision to throw out a shareholder lawsuit challenging C&J Energy Services Inc.'s $2.9 billion merger with Nabors Industries Ltd., ruling that despite suing stockholders' "far better" arguments on appeal, they still hadn't convinced the panel to reverse.

  • March 23, 2017

    Bernstein Litowitz Gets Lead Counsel In Del. InSys Suit

    Law firm Bernstein Litowitz Berger & Grossmann LLP will serve as lead counsel in the proposed investor class action against InSys Therapeutics Inc. after a Delaware state court judge determined Thursday that its clients’ complaint was more thorough than a competing suit.

  • March 23, 2017

    3rd Settles SEC Inside Trading Claims Over Merck-Idenix Deal

    The U.S. Securities and Exchange Commission said Thursday it filed and settled claims against a Pennsylvania man who allegedly earned $60,000 by trading on a family member’s inside information about Merck & Co. Inc.’s 2014 acquisition of Idenix Pharmaceuticals Inc.

  • March 23, 2017

    Judge Wary Of More Leeway To Sue Implant Sciences Lenders

    A bid by a stockholders committee to expand its limited standing to sue bankrupt Implant Sciences Corp.'s lenders could send ripples well beyond the already-sold explosive detector maker’s case, a Delaware bankruptcy judge said Thursday.

  • March 23, 2017

    SEC Sues ZeekRewards Promoter Over Role In Ponzi Scheme

    The U.S. Securities and Exchange Commission has hit a former consultant for ZeekRewards with a North Carolina federal suit alleging that he violated securities law by doing work for the company and helping promote a $900 million internet Ponzi scheme.

  • March 23, 2017

    Shareholder Seeks General Cable’s Files On $82M Settlement

    A shareholder hit General Cable Corp. with a suit in Delaware Chancery Court Wednesday demanding to see records related to the firm’s recent $82 million settlement of Foreign Corrupt Practices Act claims.

  • March 23, 2017

    FINRA, DTC Accused Of Sending $8M To Wrong Investors

    A former investor in bankrupt Bind Therapeutics Inc. asked a Delaware federal court on Thursday to halt distributions to the defunct company's shareholders, saying errors by securities clearinghouse the Depository Trust Co. and regulator the Financial Industry Regulatory Authority resulted in the first $8 million payment going to the wrong people.

Expert Analysis

  • Madden Creates More Uncertainty For Marketplace Lenders

    Joseph Cioffi

    The Second Circuit's 2015 decision in Madden v. Midland Funding created significant risk for marketplace lenders that rely on a partner bank origination model to avoid state usury caps. Now, a district court decision in the case has seemingly added another layer of uncertainty, say Joseph Cioffi and Massimo Giugliano of Davis & Gilbert LLP.

  • 10 Tips For Better Legal Negotiations

    Marc J. Siegel

    Like everything else, the art of negotiation starts by having a conversation. It’s about being respectful, finding common ground, knowing what you want and, most importantly, listening. A conversation between two lawyers can be complicated at best, but by employing a few techniques and tactics, it doesn’t have to be that way, says Marc Siegel of Siegel & Dolan Ltd.

  • Monthly Column

    Gray Matters: Decision Error

    Gray Matters

    Lawyers make hundreds of decisions during the course of advising a client, consummating a transaction or litigating a case. In this new column, dispute resolution experts Bob Creo and Selina Shultz explore the theory, science and practical aspects of how decisions are made in the legal community.

  • Fair To Whom? Examining Delaware's Fair Summary Standard

    Miles D. Schreiner

    Under Delaware’s corporate-friendly disclosure regime, shareholders are entitled only to a fair summary of a financial adviser’s work. This standard, coupled with recent developments in Delaware law, leaves retail investors with no recourse to obtain truly fair consideration for their shares in connection with unfair mergers, say Miles Schreiner and Juan Monteverde of Monteverde & Associates PC.

  • MLP Agreement Lessons From Delaware High Court

    Matthew J. O’Toole

    Three Delaware Supreme Court decisions over the last year illustrate that the Delaware Revised Uniform Limited Partnership Act provides a master limited partnership sponsor and its counsel substantial flexibility to privately order the affairs of an MLP. The contractual freedom is subject, however, to the limited application of the implied covenant of good faith and fair dealing, say attorneys with Potter Anderson & Corroon LLP.

  • Law Schools And Law Firms: Seeking Common Ground

    Randy Gordon

    What we don’t know is whether the teaching and practice of law are undergoing massive structural changes or we’re still digging out from the worst economic collapse since the Depression. But what we do know is that the missions of the most forward-looking law schools and law firms are converging in ways that were unimaginable 10 years ago, says Randy Gordon, a partner at Gardere Wynne Sewell LLP and executive professor of law at Te... (continued)

  • D&O Insurance And The Conduct Exclusion

    Kevin M. LaCroix

    Most directors and officers insurance policies have conduct exclusions precluding coverage for fraudulent, criminal or willful misconduct, but mere allegations are insufficient to trigger this exclusion. A California state appeals court's recent decision in Heart Tronics v. Axis Insurance provides interesting insight into the operation of such an exclusion, says Kevin LaCroix of RT ProExec.

  • Why We Need The Fairness In Class Action Litigation Act

    Alexander R. Dahl

    The polarized reaction to H.R. 985 indicates that class action and multidistrict cases are in trouble. It was a good idea to revise Rule 23 of the Federal Rules of Civil Procedure and to create the Judicial Panel on Multidistrict Litigation in the 1960s, but now these mechanisms are exceeding their limits and should be reined in, says Alexander Dahl of Brownstein Hyatt Farber Schreck LLP.

  • The Corwin 'Cleansing' Continues

    Warren S. de Wied

    The recent dismissal of a challenge to Columbia Pipeline's spinoff and sale is now the fifth in a series of Delaware decisions interpreting Corwin as permitting “cleansing” of a transaction even when the approving directors allegedly had not been independent. Notably, Columbia Pipeline involved a more “vivid” conflict-of-interest issue than the previous cases, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Killing Class Actions Means Everybody Loses

    Daniel Karon

    Congress is trying to kill class actions again. H.R. 985 would impose a host of impossible requirements on the certification of class members, and close the courtroom doors to countless victims of serious fraud, negligence and other abuses. But it would also cause well-behaving companies to lose market share, profits and sales to cheaters who aren’t policed, says Daniel Karon of Karon LLC.