Katherine Maco

Katherine Maco

Orrick, Herrington & Sutcliffe LLP

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SEC Granted Reversal, Remand and Jury Trial from the Ninth Circuit

On August 31, 2016, the SEC caught a break when a Ninth Circuit panel reversed Judge Manuel L. Real’s bench trial verdict for defendants, former corporate officers of the now-defunct Basin Water, Inc., finding that the SEC...more

9/14/2016 - Bench Trial Enforcement Actions Jury Trial Reversal SEC Securities Fraud Securities Litigation

Will It Be Enough?: SEC Amends Rules to Look More Like Federal Court

In a move that will make Securities and Exchange Commission administrative proceedings look more like civil litigation in federal court, on July 13, 2016, the SEC announced that it had adopted amendments to its rules of...more

7/19/2016 - Administrative Proceedings ALJ Appointments Clause Article II Corporate Counsel Depositions Enforcement Actions SEC

Eleventh Circuit Joins Peers in Preserving SEC’s Home Court Advantage

After four failed attempts at persuading federal appellate courts to hear constitutional challenges to SEC administrative courts, it is increasingly clear that defendants in SEC in-house proceedings will not be able to pursue...more

6/22/2016 - Administrative Proceedings ALJ Appointments Clause Enforcement Actions Investment Firms Public Pension SEC Securities Exchange Act

Second Circuit Halts Constitutional Challenge to SEC Administrative Proceedings

On June 1, the Second Circuit in Tilton et al. v. SEC, No. 15-2103 (2d. Cir. Jun. 1, 2016), echoed recent Seventh and D.C. Circuit decisions (respectively, Bebo v. SEC, No. 15-1511 (7th Cir. Aug. 24, 2015), cert. denied, 136...more

6/6/2016 - Administrative Proceedings Corporate Counsel Enforcement Actions SEC

The SEC Critiques Itself – Could Changes to SEC Enforcement Investigations Be On The Way?

Last week, the SEC’s Office of Inspector General (“OIG”) released its semiannual report to Congress, which details the OIG’s independent and objective audits, evaluations, investigations and other reviews of the SEC’s...more

6/1/2016 - Enforcement Actions Financial Markets OIG SEC Securities Securities Fraud

Even Whistleblowers Must Pay the Piper

In a heavily redacted decision issued on April 5, 2016, the SEC approved the claim of one whistleblower and denied the claim of another for providing information related to an unidentified enforcement action. The SEC awarded...more

4/13/2016 - Corporate Counsel Dodd-Frank Enforcement Actions Popular Sanctions SEC Whistleblowers

Former Hedge Fund Manager’s Civil Rights Suit Against New York U.S. Attorney Permitted to Proceed into Discovery

Shortly into his tenure as United States Attorney for the Southern District of New York, Preet Bharara announced a crackdown on insider trading, indicating that it would be his office’s “top criminal priority” and that...more

3/29/2016 - Corporate Counsel Discovery Dismissals False Statements Hedge Funds Illegal Tipping Insider Trading Misrepresentation Qualified Immunity US v Newman Vicarious Liability Young Lawyers

2015 Securities Law Developments

On balance, the securities litigation landscape in 2015 offered a glass half-full/glass half-empty perspective for issuers and their officers, directors and advisors. Omnicare, Inc. v. Laborers District Council Construction...more

1/12/2016 - ALJ Anti-Retaliation Provisions Halliburton v Erica P. John Fund JPMorgan Chase Omnicare v Laborers District Council Popular SEC Securities Fraud Securities Litigation US v Newman Whistleblowers

Overstock Digital Wars: A New Market Awakens

On the eve of the much anticipated release of Star Wars: The Force Awakens, the SEC approved Overstock Inc.’s plan to issue digital shares. The online retailer plans to issue company stock via bitcoin blockchain–an enormous...more

12/22/2015 - Bitcoin Blockchain Internet Retailers Overstock.com SEC Stocks

U.S. Supreme Court Says There Will Be No New Newman

Last Monday, the United States Supreme Court denied cert in the highly publicized insider trading case of United States. v. Newman, 773 F.3d 438 (2d Cir. 2014). Without providing further commentary, the justices said they...more

10/13/2015 - DOJ Hedge Funds Illegal Tipping Insider Trading Investment Investors Portfolio Managers SCOTUS SEC Securities Litigation Tippees Trading Platforms US v Newman

An Exercise of Business Judgment: Chancery Court Dismisses Shareholder Derivative Demand-Refused Case

Last week, Vice Chancellor Glasscock released an important decision dismissing a case under Rule 23.1 that was brought by a DuPont shareholder who alleged that the board improperly refused a demand to sue DuPont’s officers...more

5/19/2015 - Bad Faith Derivatives Directors DuPont Fiduciary Duty Monsanto Patent Litigation Sanctions Settlement Shareholder Litigation

Will You Blow The Whistle Or Should I? The SEC Grants An Award to a Whistleblower Who Learns of Fraud From Another Employee.

Last week, the Securities and Exchange Commission announced an award payout of between $475,000 and $575,000 to a former company officer who reported information about an alleged securities fraud. While this is by no means...more

3/10/2015 - Corporate Officers SEC Whistleblower Awards Whistleblowers

Delaware Court Provides Guidance on Acceptable Deal Protection Mechanisms and Scope of Third Party Aiding and Abetting Liability...

On November 25, 2014, the Delaware Court of Chancery issued a decision in In Re Comverge, Inc. Shareholders Litigation, which: (1) dismissed claims that the Comverge board of directors conducted a flawed sales process and...more

12/5/2014 - Aiding and Abetting Board of Directors Breach of Duty Dismissals Fiduciary Duty Merger Agreements Purchase Price Shareholder Litigation

Better Keep Your Opinions to Yourselves for Now: Second Circuit Doubles Down in Deutsche Bank Ruling in Advance of Supreme Court...

On July 16, 2014, a three-judge Second Circuit panel affirmed the dismissal of a securities class action against Deutsche Bank AG and several underwriters. The case was brought on behalf of investors who purchased...more

7/23/2014 - Banks Deutsche Bank Omnicare SCOTUS Securities Act of 1933

Can Your Director Bank On The Business Judgment Rule?

Ever had one of those days where you think you’re acting with good faith, diligence, and care, and yet you still get sued by the FDIC? The directors and officers of the now defunct Buckhead Community Bank in Georgia find...more

12/11/2013 - Board of Directors Business Judgment Rule Compliance D&O Insurance FDIC

“Order Up!” FIRREA Update

Judge Carter issued his final order on July 16, 2013, following our blog post. ...more

7/18/2013 - Creditors FIRREA Objective Standard Rating Agencies S&P

Where There’s Smoke, There’s FIRREA (Part Two)

We first blogged about the obscure Financial Institutions Reform Recovery Enforcement Act (“FIRREA”) on May 14. ...more

7/17/2013 - DOJ FIRREA S&P Statute of Limitations

Basic Gets Complicated: Vivendi Rebuts Fraud-On-The-Market Presumption

In what Judge Shira A. Scheindlin of the Southern District of New York called an “extraordinary case,” French multimedia company Vivendi, S.A. has scored an unusual victory based on a successful rebuttal of the...more

3/12/2013 - Fraud-on-the-Market Investors

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