Jonathan Richman

Jonathan Richman

Proskauer Rose LLP

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U.S. Court Certifies Classes in Petrobras Securities Litigation

The United States District Court for the Southern District of New York yesterday certified two classes of investors who had purchased Petrobras securities on U.S. exchanges or in other U.S. transactions. The February 2, 2016...more

2/4/2016 - Ascertainable Class Class Action Class Certification Corporate Counsel Morrison v National Australia Bank Petrobras Res Judicata SCOTUS Securities Litigation

Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more

1/25/2016 - Attorney's Fees Class Action Corporate Counsel Disclosure-Based Settlements Mergers Preliminary Injunctions Shareholder Litigation Stock Deals Supplemental Disclosures Trulia Zillow

Second Circuit Rejects Riley Appeal over Personal-Benefit Standard for Insider Trading

The Second Circuit last week affirmed the conviction of a former corporate executive on charges of insider trading. The court’s unpublished decision on January 14 in United States v. Riley held that the Government had...more

1/20/2016 - Insider Trading Jury Instructions Material Nonpublic Information Personal Benefit Quid Pro Quo Tippees US v Newman

Supreme Court to Review Insider-Trading Decision on Personal Benefit

On January 19, 2016, the Supreme Court agreed to review the Court of Appeals for the Ninth Circuit's decision concerning the "personal benefit" required to establish a claim for insider trading. The grant of certiorari in...more

1/20/2016 - Certiorari Dirks v SEC Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit SCOTUS Split of Authority Tippees

U.S. Securities Laws Not Applicable to Certain Purchases of Petrobras Debt Securities

The narrowing of the federal securities laws’ applicability to non-U.S. transactions continues. On December 21, 2015, the U.S. District Court for the Southern District of New York held in In re Petrobras Securities Litigation...more

12/23/2015 - Debt Securities Morrison v National Australia Bank Petrobras SCOTUS Securities Fraud Securities Litigation Transfer of Title

2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds

Proskauer has released the 2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds. The 88-page report is a summary of significant legal changes and developments in the private funds space...more

11/25/2015 - China Cybersecurity EU Gift Tax Hedge Funds Hong Kong Internships Popular Private Equity Private Funds Registered Investment Advisors SEC UK Volcker Rule Whistleblowers

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

11/18/2015 - Attorney-Client Privilege Audits Common-Interest Privilege Corporate Restructuring IRS Work-Product Doctrine

Ninth Circuit Rejects Adverse-Interest Exception in Fraud-on-the Market Securities Class Actions

Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more

10/28/2015 - Apparent Authority Board of Directors CEOs Class Action Corporate Counsel Corporate Officers Exceptions Fraud-on-the-Market Professional Misconduct Scienter Securities Fraud Shareholder Litigation

Southern District of Florida Case Challenging Bylaw Requiring Minimum Stake to Sue Dismissed

As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more

10/27/2015 - Board of Directors Bylaws Class Action Corporate Governance Derivative Suit Duty of Loyalty Fee-Shifting Forum Selection Mootness Motion to Dismiss Motion To Intervene Shareholder Litigation Voluntary Dismissals

Supreme Court Denies Review of Second Circuit Insider-Trading Case

On October 5, 2015, the Supreme Court refused to grant review of the Second Circuit’s restrictive insider-trading decision in United States v. Newman. The Government, through the Solicitor General, had asked the Supreme...more

10/6/2015 - Breach of Duty Confidential Information Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit Petition for Writ of Certiorari Quid Pro Quo Solicitor General Tippees

D.C. Circuit Joins Seventh Circuit in Rejecting Court Challenges to Pending SEC Administrative Enforcement Proceedings

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

9/30/2015 - Administrative Proceedings Article III De Novo Standard of Review Due Process Enforcement Equal Protection Judicial Review Non-Delegation Doctrine Preemption SEC Separation of Powers Standing Subject Matter Jurisdiction

U.S. Court Dismisses Foreign Residents’ Foreign-Law Claims Arising from Securities Purchased on U.S. Markets

Much ink has been spilled since the Supreme Court’s 2010 decision in Morrison v. National Australia Bank about the federal securities laws’ applicability to foreign transactions in foreign securities.  But what happens when...more

9/29/2015 - Application of Foreign Laws BP Canada Class Action Corporate Counsel Cross-Border Transactions Foreign Nationals Forum Non Conveniens Morrison v National Australia Bank NYSE SCOTUS Securities Litigation

SEC Proposes Amendments to Rules Governing Administrative Proceedings

The Securities and Exchange Commission appears to be hearing the music. In response to the many voices that have expressed dissatisfaction with the procedures used in SEC administrative hearings, the SEC today issued proposed...more

9/25/2015 - Administrative Appeals Administrative Hearings Administrative Proceedings Amended Regulation Comment Period Depositions Discovery Federal Rules of Civil Procedure Notice and Comment Proposed Regulation SEC

SEC Again Rejects Constitutional Challenges to Administrative Enforcement Proceedings

The Securities and Exchange Commission again rejected constitutional challenges to the use of administrative enforcement proceedings presided over by Administrative Law Judges (“ALJs”). The Commission’s September 17, 2015...more

9/24/2015 - Administrative Proceedings ALJ Appointments Clause Article II Corporate Counsel Enforcement Actions Equal Protection Jurisdiction PCAOB Registered Investment Advisors SEC

A Farewell to Alms? Peppercorn Settlements of M&A Litigation

An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more

9/21/2015 - Attorney's Fees Class Action Conflicts of Interest Estimated Value Disclosures Mergers Proxy Statements Purchase Price Settlement Shareholder Litigation Supplemental Disclosures

SEC Rejects Constitutional Challenge to Administrative Proceeding

The Securities and Exchange Commission joined the raging debate about whether SEC administrative proceedings conducted by administrative law judges (“ALJs”) are unconstitutional if the ALJs have not been appointed in...more

9/8/2015 - Appointments Clause De Novo Standard of Review Jurisdiction SEC Securities Fraud

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

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