Jonathan Richman

Jonathan Richman

Proskauer Rose LLP

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Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Enforcement Proceeding

The U.S. Court of Appeals for the Seventh Circuit held yesterday that federal District Courts do not have subject-matter jurisdiction to entertain challenges to ongoing SEC administrative enforcement proceedings where the...more

8/27/2015 - Article II Bebo v SEC Cease and Desist De Novo Standard of Review Dodd-Frank Due Process Enforcement Actions Equal Protection Fifth Amendment SEC Subject Matter Jurisdiction

New York District Court Preliminarily Enjoins SEC Administrative Proceeding

We blogged last week about a New York federal court’s decision in Duka v. SEC conditionally sustaining a facial challenge to an administrative enforcement proceeding conducted by Administrative Law Judges (“ALJs”) of the...more

8/13/2015 - Appointments Clause Irreparable Harm Preliminary Injunctions SEC

New York District Court Appears to Sustain Attack on SEC Administrative Proceedings

A federal District Judge in the Southern District of New York appears to have conditionally sustained a facial challenge to an administrative enforcement proceeding conducted by Administrative Law Judges (“ALJs”) of the...more

8/5/2015 - Appointments Clause Enforcement Actions SEC Subject Matter Jurisdiction

Petrobras Shareholders’ Brazilian-Law Claims Are Subject to Mandatory Arbitration Provision

The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more

8/4/2015 - Brazil Bylaws Corporate Officers Corruption Investors Kickbacks Mandatory Arbitration Clauses NYSE Petrobras Putative Class Actions SEC Securities Exchange Act Securities Fraud Shareholder Litigation

Government Seeks Supreme Court Review In Second Circuit Insider-Trading Case

After months of will-he-or-won’t-he speculation about whether the U.S. Solicitor General would ask the Supreme Court to review the Second Circuit’s restrictive insider-trading decision in United States v. Newman, the question...more

7/31/2015 - Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit Petition for Writ of Certiorari SCOTUS US v Newman

Ninth Circuit Disagrees with Second Circuit on Personal-Benefit Requirement for Insider Trading

The U.S. Court of Appeals for the Ninth Circuit appears to have rebuffed aspects of the Second Circuit's recent effort to narrow liability for insider trading. The Ninth Circuit's decision today in United States v. Salman...more

7/7/2015 - Appeals Breach of Duty Confidential Information Disclosure Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit Quid Pro Quo Tippees

Delaware Governor Signs Bill Prohibiting Bylaws on Fee-Shifting

Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more

7/2/2015 - Board of Directors Bylaws Corporate Entities Corporate Governance Directors Fee-Shifting Forum Selection New Legislation Publicly-Traded Companies Shareholder Litigation

Delaware House Passes Bill Prohibiting Bylaws on Fee-Shifting

On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more

6/15/2015 - Board of Directors Bylaws Corporate Entities Corporate Governance Directors Fee-Shifting Forum Selection Pending Legislation Publicly-Traded Companies Shareholder Litigation

Pleading Standard Saves SEC’s Insider-Trading Case

A federal judge in the Southern District of New York recently sustained the SEC’s insider-trading complaint against two alleged tippees, holding that, under the pleading standard applicable to a motion to dismiss, the SEC...more

6/11/2015 - Asset Freeze FRCP 9(b) Insider Trading Motion to Dismiss Pleading Standards Pleadings Quid Pro Quo SEC Securities Fraud Tippees US v Newman

Seventh Circuit Reverses $2.46 Billion Judgment in Securities-Fraud Class Action

The Court of Appeals for the Seventh Circuit last week reversed a $2.46 billion judgment in a long-running securities-fraud class action against Household International and granted a new trial on limited issues. The opinion...more

5/29/2015 - Appeals Burden-Shifting Class Action False Statements Janus Capital Group Lenders Loss Causation Misrepresentation Reversal Rule 10b-5 Securities Fraud Stock Drop Litigation

Another Insider-Trading Case Survives Newman Scrutiny

Another insider-trading case has survived a motion to dismiss under the more stringent standards that the Second Circuit adopted last year in United States v. Newman. On May 12, 2015, a federal District Court in Massachusetts...more

5/15/2015 - Illegal Tipping Indictments Insider Trading Material Nonpublic Information Personal Benefit

Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting

Tuesday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and...more

5/14/2015 - Attorney's Fees Bylaws Corporate Counsel Delaware General Corporation Law Fee-Shifting New Legislation

Delaware Legislature to Consider New Fee-Shifting Legislation

On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue...more

5/7/2015 - Bylaws Delaware General Corporation Law Fee-Shifting Forum Selection Clause Legislative Agendas

Court Upholds SEC’s Insider-Trading Complaint and Questions Second Circuit’s Newman Decision

U.S. District Judge Jed Rakoff issued a decision in SEC v. Payton (S.D.N.Y. Apr. 6, 2015) denying the defendants’ motion to dismiss a civil insider-trading suit filed by the SEC. The court held that the SEC’s complaint had...more

4/8/2015 - Enforcement Actions Illegal Tipping Insider Trading Judge Rakoff Material Nonpublic Information Misappropriation Personal Benefit SCOTUS SEC US v Newman

Second Circuit Denies DOJ’s Request for En Banc Review of Newman; Leaves Landmark Insider Trading Decision in Place

The Second Circuit today denied the request by the U.S. Attorney’s office for the Southern District of New York for panel or en banc rehearing of the landmark U.S. v. Newman decision, which overturned insider-trading...more

4/6/2015 - DOJ Fund Managers Hedge Funds Illegal Tipping Insider Trading Personal Benefit Petition For Rehearing US v Newman

Third Congressional Proposal to Define Insider Trading

On March 25, 2015, U.S. Representative Jim Himes introduced the Insider Trading Prohibition Act. The bill is the latest in a series of efforts to define insider trading following the Second Circuit’s decision last year in...more

3/30/2015 - Insider Trading Material Nonpublic Information Proposed Legislation Securities Exchange Act US v Newman

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

3/25/2015 - Issuers Omnicare Registration Statement SCOTUS Securities Act of 1933 Statement of Facts Statement of Opinion

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

3/25/2015 - Issuers Omnicare Registration Statement SCOTUS Securities Act of 1933 Statement of Facts Statement of Opinion

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

3/23/2015 - Corporate Governance Delaware General Corporation Law Fee-Shifting Forum Selection Clause

After Newman, Congress Seeks to Define Insider Trading

Ever since the U.S. Court of Appeals for the Second Circuit issued its landmark decision in United States v. Newman, debate has raged about whether the court has sanctioned insider trading or has appropriately restrained the...more

3/17/2015 - Insider Trading Proposed Legislation SEC

Third Circuit Defines "Extraterritorial" Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court's 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/28/2015 - Appeals Cross-Border Transactions Extraterritoriality Rules Market Manipulation Morrison v National Australia Bank OTCBB SCOTUS Securities Securities Exchange Act Securities Fraud Stock Exchange

Personal Benefit Required Under Misappropriation Theory of Insider Trading

Yesterday, U.S. District Judge Andrew L. Carter, Jr. rejected the argument by the U.S. Attorney’s Office for the Southern District of New York to limit the Second Circuit’s decision in United States v. Newman to classical...more

1/26/2015 - Hedge Funds Illegal Tipping Insider Trading Material Nonpublic Information Mergers Misappropriation Personal Benefit Portfolio Managers Publicly-Traded Companies Securities Securities Fraud US v Newman

Government Seeks Rehearing in Landmark Insider-Trading Case

The U.S. Government filed a petition seeking panel and en banc rehearing of the Second Circuit’s December 2014 decision in United States v. Newman and Chiasson, ___ F.3d ___, 2014 WL 6911278 (2d Cir. Dec. 10, 2014). That...more

1/26/2015 - En Banc Review Hedge Funds Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit Petition For Rehearing Portfolio Managers Securities Securities Fraud US v Newman

Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/22/2015 - Appeals Extraterritoriality Rules Morrison v National Australia Bank SCOTUS Securities Securities Exchange Act Securities Fraud

How Seriously Do Foreign Governments Treat Their Own Secrecy and Blocking Statutes?

The U.S. District Court for the Southern District of New York issued an interesting comity decision on whether U.S. courts should defer to foreign countries’ secrecy and blocking statutes when considering motions for...more

12/31/2014 - Application of Foreign Laws Banking Secrecy Debtor-Creditor Discovery Motorola

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