Emily Stern

Emily Stern

Katten Muchin Rosenman LLP

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Corporate & Financial Weekly Digest - Volume X, Issue 16

In this issue: - SEC Committee to Focus on the Order Protection Rule at Upcoming Meeting - CFTC Issues No-Action Relief to SEFs and DCMs in Connection with Swaps with Operational or Clerical Errors - CFTC...more

4/27/2015 - CFTC DCMs ESMA Financial Markets High Frequency Trading SEC Securities SEFs Virtual Currency Whistleblower Awards

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

3/26/2015 - Board of Directors Bylaws Corporate Governance Fee-Shifting Going-Private Transactions Reverse Stock Splits Shareholders

District Court Dismisses Data Breach Case for Lack of Standing

The US District Court for the Middle District of Pennsylvania recently dismissed a consolidated class action against Paytime, Inc. arising out of a data breach by hackers who accessed the personal and financial information of...more

3/26/2015 - Case Consolidation Class Action Cybersecurity Data Breach Data Protection Dismissals Hackers Imminent Harm Popular

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

3/23/2015 - AML/CFT Bylaws CFTC Criminal Background Checks Cybersecurity Delaware General Corporation Law Derivatives Disclosure Requirements Exclusive Forum FATCA Fee-Shifting FinCEN Hong Kong Insider Trading Regulation SHO SEC

Eleventh Circuit Affirms Arbitration Dismissal in Favor of Investor’s Estate in Clawback Suit

The receiver of hedge funds that were part of a $168 million Ponzi scheme was unable to vacate an arbitration award denying clawback claims brought against an investor’s estate. The US Court of Appeals of the Eleventh Circuit...more

2/18/2015 - Appeals Arbitration Awards Clawbacks Hedge Funds Ponzi Scheme Receivership

Eleventh Circuit Affirms Conviction of Haitian Telecommunications Executive for Role in a Bribery Scheme

In a case against the recipient of bribes paid in a scheme by executives of US companies to violate the Foreign Corrupt Practices Act (FCPA), the US Court of Appeals for the Eleventh Circuit recently affirmed the conviction...more

2/18/2015 - Bribery C-Suite Executives Criminal Prosecution FCPA Money Laundering Teleco Telecommunications

Corporate and Financial Weekly Digest - Volume X, Issue 6

In this issue: - SEC Publishes Rules for Reporting Security-Based Swaps - SEC Proposes Rules for Disclosure of Companies’ Hedging Policies - CFTC Extends Relief From Certain OCR Requirements - NFA...more

2/17/2015 - Arbitration Banking Sector Banks Bribery Brokered Deposits Capital Requirements CFTC Clawbacks FDIC Haiti Hedging NFA OCC SEC Security-Based Swaps Subordination

SEC Charges Chilean Citizens With Insider Trading Concerning Tender Offer for Chilean

The Securities and Exchange Commission recently filed suit in the US District Court for the Southern District of New York, alleging that defendants, Juan Cruz Bilbao Hormaeche and Thomas Andres Hurtado Rourke, both Chilean...more

1/15/2015 - Abbott Laboratories CFR Pharmaceuticals Enforcement Actions Insider Trading Material Nonpublic Information Pharmaceutical Pharmaceutical Manufacturers SEC

Supreme Court Clarifies Class Action Removal Pleading Standard

The US Supreme Court recently held that under the Class Action Fairness Act (CAFA), a defendant need not provide proof of the amount in controversy in its notice of removal to federal court. Only a plausible allegation is...more

1/15/2015 - Amount in Controversy CAFA Class Action Dart Cherokee Basin Operating Co. v. Owens Diversity Jurisdiction Federal Jurisdiction Jurisdiction Pleading Standards Removal SCOTUS

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

1/12/2015 - CFTC CME Equity Plans FCMs FINRA Independent Boards ISS JOBS Act NASD No-Action Relief REITS SEC Strategic Enforcement Plan

SEC Announces Record Number of Enforcement Actions in FY 2014

Last week, the Securities and Exchange Commission provided a summary of its enforcement activities for its fiscal year 2014 (ending in September). The SEC announced that it brought a record 755 enforcement actions and...more

10/29/2014 - Disclosure Requirements Enforcement Actions Enforcement Statistics Insider Trading SEC Strategic Enforcement Plan

SEC Sanctions Athena in First High-Frequency Trading Manipulation Case

On October 16, in a groundbreaking trading manipulation case, the Securities and Exchange Commission entered an Order instituting a settled administrative proceeding against high-frequency trading firm Athena Capital...more

10/29/2014 - Athena Capital Enforcement Actions High Frequency Trading Market Manipulation Neither Admit Nor Deny Settlements Sanctions SEC Securities Exchange Act

Corporate and Financial Weekly Digest - Volume IX, Issue 42

In this issue: - Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits - FINRA Remarks at the National Society of Compliance Professionals...more

10/27/2014 - AIFM Business Judgment Rule CFTC Enforcement Actions ETFs FINRA High Frequency Trading IOSCO Private Funds SEC Shareholder Litigation Shareholders

Delaware Court Denies Dismissal for Disinterested Directors When Entire Fairness Applies

The Delaware Court of Chancery recently addressed the pleading standard for claims against disinterested directors arising out of transactions involving a controlling stockholder, where the transaction has been alleged to be...more

9/24/2014 - Business Judgment Rule Controlling Stockholders Directors Fairness Standard Mergers Pharmaceutical Pharmaceutical Manufacturers Pleading Standards Shareholder Litigation

Corporate and Financial Weekly Digest - Volume IX, Issue 37

In this issue: - Council of Institutional Investors Issues Report on Board Evaluation Disclosure - FINRA Revises Proposal to Adopt Consolidated FINRA Rule 2231 - IRS Considers Whether Management Fees of...more

9/22/2014 - Broker-Dealer CFTC Corporate Governance Dodd-Frank EU FINRA Insider Trading Institutional Investment IRS Limited Liability Companies Margin Requirements Swaps

District Court Considers Prior SEC Complaint Evidence to Establish Scienter Under PSLRA

The US District Court for the Southern District of New York recently denied a defendant’s motion to dismiss a securities fraud class action, accepting as sufficient factual allegations of scienter that were drawn from a...more

8/20/2014 - Motion to Dismiss Neither Admit Nor Deny Settlements PSLRA Scienter SEC Securities Fraud

Delaware Court of Chancery Dismisses Derivative Suit Brought by Expired Trust

The Delaware Court of Chancery recently held that the trustee of an expired trust does not have capacity to pursue a derivative suit unless authorized by state law, or in the trust instrument. In April 2009, shareholders of...more

8/20/2014 - Class Action Derivative Suit Shareholder Litigation Trustees Trusts

Corporate and Financial Weekly Digest - Volume IX, Issue 32

In this issue: - SEC’s Office of Investor Education and Advocacy Releases Alert on Identifying Fraudulent Private Placements - ICE Futures U.S. Issues Amendments to EFRP Rule and FAQs - Consumer Financial...more

8/18/2014 - AIFMD Banks Derivative Suit ESMA EU FCA Federal Savings Associations Fraud ICE OCC OCIE PSLRA SEC Securities Fraud Virtual Currency

SEC Settles Civil FCPA Action Against Two Former Oil Services Executives

On the eve of a trial which was scheduled to begin this week, the Securities and Exchange Commission settled a civil Foreign Corrupt Practices Act (FCPA) case it brought against two former oil services executives. The case...more

7/16/2014 - Corporate Counsel Enforcement Enforcement Actions FCPA Former Employee Oil & Gas SEC

New York Jury Acquits Former Hedge Fund Manager of Insider Trading Conspiracy

In the first case of approximately 81 insider cases that the S.D.N.Y. has successfully brought alleging insider trading, a New York federal jury acquitted Rengan Rajaratnam (Rengan), a former hedge fund manager, of conspiracy...more

7/16/2014 - Acquittals Hedge Funds Insider Trading Raj Rajaratnam Securities Securities Fraud

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

7/14/2014 - Accredited Investors Audits C&DIs Exchange-Traded Products FINRA General Solicitation Hedge Funds Insider Trading Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC Verification Requirements

Eleventh Circuit Clarifies Loss Amount Calculation for Securities Fraud Sentencing

The US Court of Appeals for the Eleventh Circuit recently vacated and remanded a defendant’s sentence because the US District Court for the Southern District of Florida inappropriately added a sentencing enhancement after...more

6/5/2014 - Convictions Fraud Proof of Loss Securities Fraud Sentencing

Eleventh Circuit Defines “Instrumentality” Under the FCPA

In a case of first impression for the US Court of Appeals for the Eleventh Circuit, the court interpreted the term “instrumentality” of a foreign government in the Foreign Corrupt Practices Act (FCPA). The court used the...more

6/5/2014 - Appeals DOJ FCPA Foreign Entities Foreign Official Instrumentality SEC Teleco Terra Telecommunications

Corporate and Financial Weekly Digest - Volume IX, Issue 22

In this issue: - Delaware Legislation Banning Fee-Shifting in Bylaws and Charters - CFTC Proposes to Amend De Minimis Threshold for Swaps with Utility Providers - CFTC Grants Recordkeeping Relief for...more

6/2/2014 - Arbitration Broker-Dealer Bylaws CFTC Commodities De Minimis Claims Derivatives FCPA Fee-Shifting Statutes Foreign Official Fraud Instrumentality Mandatory Arbitration Clauses SEFs Swaps Utilities Sector

Eleventh Circuit Holds that Dodd-Frank Amendments to the Commodity Exchange Act Expand Enforcement Authority of CFTC

The US Court of Appeals for the Eleventh Circuit recently decided in a case of first impression that Amendments to the Commodity Exchange Act made by the Dodd-Frank Wall Street Reform and Consumer Protection Act expand the...more

4/30/2014 - Administrative Authority CEA CFTC Dodd-Frank Enforcement

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