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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

Delaware Court Holds Clickwrap Agreements Enforceable

In a novel question regarding e-commerce, the Delaware Court of Chancery recently held that clickwrap agreements are valid and enforceable contracts. As defined by the court, a clickwrap agreement is “an online agreement that...more

4/30/2014 - Clickwrap Agreements Contract Formation

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

4/29/2014 - CFTC Clickwrap Agreements Compliance Delaware General Corporation Law Dodd-Frank Enforcement FINRA Foreign Exchanges No-Action Letters Recordkeeping Requirements Reporting Requirements SEC Swaps

Second Circuit Vacates Conviction After Counsel Misstated Deportation Consequences

The United States Court of Appeals for the Second Circuit recently vacated the 1999 conviction of an Australian national living in the United States for misprision of felony. The court granted a writ of error after Stephen...more

3/26/2014 - Criminal Prosecution Deportation Immigrants

Fourth Circuit Holds Minority-Owned Corporation Can Bring Race Discrimination Suit

The United States Court of Appeals for the Fourth Circuit recently decided in a case of first impression, that a minority-owned corporation had standing to bring a Title VI race discrimination suit because it established an...more

3/26/2014 - Discrimination Race Discrimination

Corporate and Financial Weekly Digest - Volume IX, Issue 12

In this issue: - Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder - Amendments to Uniform Branch Office...more

3/24/2014 - CFTC Controlling Stockholders Corporate Counsel Discrimination Employer Liability Issues FINRA MFW Racial Discrimination Registration SEC Shareholder Litigation Shareholders Swaps

New York Attorney General Announces Agreement with Firms to Stop Cooperating in “Insider Trading 2.0”

New York’s Attorney General Eric T. Schneiderman announced this week that he reached interim agreements with 18 Wall Street firms that they will not participate in surveys by elite investment firms that seek to get an...more

3/5/2014 - Attorney Generals Fraud Insider Trading

Supreme Court Rules that the Securities Litigation Uniform Standards Act Does Not Preempt State Law Claims

This week, the US Supreme Court narrowed the scope of the preemption provisions of the Securities Litigation Uniform Standards Act (SLUSA), which bars certain state law-based securities class actions. As a result, securities...more

3/5/2014 - Claim Preclusion Class Action Preemption SCOTUS Securities Fraud SLUSA

Corporate and Financial Weekly Digest - Volume IX, Issue 9

In this issue: - CFTC Issues Advisory on Compliance with Gramm-Leach-Bliley Act Security Safeguards - SEC Issues Guidance on Aggregate Advisory Fee Rates for Multi-Manager Funds - Supreme Court Rules that...more

3/3/2014 - CFTC Chief Compliance Officers Compliance Corporate Counsel Cross-Border DSIO Fees Gramm-Leach-Blilely Act Insider Trading Preemption SCOTUS SEC Swap Dealers Swaps

Seventh Circuit Remands to Correct a “Thoroughly Botched” Sentencing for a Fraudulent Commodity Pool Operator

In a case illustrating the complexity of sentencing white collar crimes, the US Court of Appeals for the Seventh Circuit Court ordered the resentencing of a commodity pool operator where the district court made a “cascade of...more

1/9/2014 - Commodity Pool CPO Fraud Mail Fraud Money Laundering Ponzi Scheme Sentencing White Collar Crimes

Delaware Court Limits Section 220(d) Books and Records Inspections to Current Directors

The Court of Chancery of the State of Delaware strictly held that a non-stockholder and alleged former director was not entitled to inspect a Delaware corporation’s books and records as a matter of right under Delaware Code...more

1/9/2014 - Board of Directors Books & Records Directors Request For Information Section 220 Request

SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product...more

12/16/2013 - Attorney-Client Privilege China Confidential Communications Corporate Counsel

Southern District of New York Limits Dodd-Frank Whistleblower Protections to the United States

The US District Court for the Southern District of New York limited the scope of the Dodd-Frank Wall Street Reform and Consumer Protection Act anti-retaliation provisions for whistleblowers to the United States, dismissing a...more

11/4/2013 - Anti-Retaliation Provisions Dodd-Frank Extraterritoriality Rules Retaliation Whistleblower Protection Policies Whistleblowers

Swiss National and Former Energy Executive Criminally Charged Under FCPA

In an illustration of the extraterritorial reach of the Foreign Corrupt Practices Act (FCPA), Alain Riedo, a Swiss citizen and the general manager of Maxwell Technologies S.A. (Maxwell), a Swiss subsidiary of a US public...more

11/4/2013 - Anti-Bribery Books & Records FCPA Internal Controls

Sixth Circuit Affirms Dismissal of Shareholder Class Action Due to Plaintiff’s Failure to Plead Recklessness

The US Court of Appeals for the Sixth Circuit recently affirmed an Ohio district court’s decision to dismiss a securities fraud putative class action accusing Defendant Zoo Entertainment, Inc. (Zoo), a video game software...more

9/18/2013 - Class Action Pleadings Putative Class Actions Securities Fraud Shareholder Litigation Video Games

Former Head of Investor Relations Penalized by SEC for Selectively Disclosing Material Nonpublic Information, While...

The selective and early disclosure of material non-public information resulted in a Securities and Exchange Commission cease and desist order and civil penalties against the former head of investor relations at First Solar,...more

9/18/2013 - Disclosure Requirements DOE Investors SEC Self-Disclosure Requirements

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