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Minority Shareholders' Alleged Control of Management and Operations Does Not Establish Domination of the Board

Emphasizing the demanding pleading standards a shareholder must meet to show that a minority shareholder controls a board of directors, on November 25, Vice Chancellor Glasscock dismissed claims for breach of fiduciary duties...more

12/3/2014 - Board of Directors Breach of Duty Controlling Stockholders Derivative Suit Fairness Standard Joint Venture Minority Shareholders Oil & Gas Pleading Standards Shareholders

Are Bank Branches in New York the Gateway to Seizure of Foreign Assets: The New York Court of Appeals Reconsiders the Separate...

On September 16, 2014, the New York Court of Appeals heard oral argument on a certified question from the Second Circuit in Motorola Credit Corp. v. Standard Chartered Bank, an important case concerning the application of New...more

10/9/2014 - Appeals Banks Foreign Banks Garnishment Judgment Creditors

Fraud-on-the-Market Lives On: Halliburton Co. v. Erica P. John Fund, Inc.

On June 23, 2014, the U.S. Supreme Court issued its second decision in Halliburton Co. v. Erica P. John Fund, Inc., __U.S. __(2014), 2014 WL__ (U.S. June 23, 2014) ("Halliburton II"). In this widely anticipated decision, the...more

6/24/2014 - Basic v Levinson Class Action Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Litigation

Supreme Court Rejects Calls to Overrule Fraud-on-the-Market Theory in Halliburton; Presumption of Reliance Still a Basic Part of...

Today the Supreme Court rejected calls from lawyers, economists and corporate associations to overrule the “fraud-on-the-market” theory that makes it possible to litigate federal securities fraud claims as class actions,...more

6/24/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Is The Free Lunch Ending For Stockholders Who Sue Corporations? Fee-Shifting Introduced In Intra-Corporate Litigation

ATP Tour: The Little Case That Could - On May 8, 2014 the Delaware Supreme Court upheld a “loser pays” fee-shifting bylaw for a Delaware non-stock corporation in ATP Tour, Inc. v. Deutscher Tennis Bund. ...more

5/22/2014 - Board of Directors Corporate Counsel Fee-Shifting Statutes Shareholder Litigation Shareholders

Halliburton Watch – Highlights From The Amicus Filings

As the securities litigation bar holds its breath while the Supreme Court deliberates the fate of the fraud-on-the-market presumption of reliance, we take a moment to review some of the positions submitted by amici in...more

5/1/2014 - Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Fraud

For Whom The Whistle Tolls In 2014

Momentum for the SEC’s Dodd Frank whistleblower program is growing, and 2014 can be expected to bring continued expansion of the program and the number and types of whistleblower actions initiated by the SEC. The SEC’s...more

1/29/2014 - Dodd-Frank Enforcement Actions Retaliation SEC Whistleblower Awards Whistleblowers

Route 506: The General Solicitation Highway

A new route to soliciting direct securities investments has opened. For the first time in 80 years, start-ups and small businesses can broadly advertise and broadly solicit to raise money for private offerings. ...more

10/18/2013 - Crowdfunding Funding General Solicitation JOBS Act Rule 144A Rule 506 Offerings Securities Act of 1933 Small Business Startups

Concerned About NSA Snooping? Perhaps You Should Be More Concerned About The DOJ And SEC

In 2008, Rajat Gupta made a handful of short phone calls to his friend Raj Rajaratnam. The information that Gupta conveyed to Rajaratnam in those phone calls is now likely to cost Gupta millions of dollars, two years in...more

7/24/2013 - Criminal Prosecution DOJ Evidence Fourth Amendment NSA Right to Privacy SEC Warrantless Searches Wiretapping

Does Your Director Have A Guilty Conscience? SEC To Press For More Admissions

Some of the SEC’s enforcement targets are no longer in denial, or at least they won’t be if a recent policy shift at the regulator takes hold. ...more

7/4/2013 - Admissions of Liability Directors Enforcement Mary Jo White SEC

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