Lily Becker

Lily Becker

Orrick, Herrington & Sutcliffe LLP

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One Step Forward and One Step Back: Southern District of New York Denies Motion to Enjoin SEC’s Administrative Proceedings,...

Last week, the SEC scored a victory in its battle to defend the use of administrative proceedings in enforcement actions seeking penalties against unregulated entities or persons. On June 30, 2015, Southern District of New...more

7/7/2015 - ALJ Appointments Clause Breach of Duty Discovery Dodd-Frank Enforcement Actions Fiduciary Duty Financial Statements SEC

Internal Investigations: Do No Harm

Internal investigations are an ever-present challenge for companies. They can involve virtually any topic and arise in myriad ways.  Embezzlement, accounting improprieties, bribery, and financial statement adjustments can all...more

4/22/2015 - Attorney-Client Privilege Consultants Corporate Counsel Corporate Officers Internal Investigations Reporting Requirements Work Product Privilege

Shareholder’s Challenge to Smith & Wesson SLC’s Independence Misfires in the First Circuit

On February 4, 2015, the First Circuit affirmed the summary dismissal of a shareholder derivative suit, which brought Nevada state claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and...more

2/10/2015 - Appeals Board of Directors Breach of Duty Corporate Officers Derivative Suit Directors Entitlements Independent Boards Shareholder Litigation Shareholders Smith & Wesson Unjust Enrichment

SEC’s Administrative Proceedings: Where One Stands Appears to Depend on Where One Sits

As we have previously reported, practitioners and judges alike have recently been questioning the SEC’s increased use of administrative proceedings. Defense lawyers complain that administrative proceedings, which have...more

12/10/2014 - Administrative Hearings Dodd-Frank Enforcement Actions Judge Rakoff SEC

When the Whistle Blows, What Follows?

Real estate investment trust American Realty Capital Properties (“ARCP”) recently announced the preliminary findings of an Audit Committee investigation into accounting irregularities and the resulting resignation of its...more

11/5/2014 - Compliance Enforcement Enforcement Actions GAAP SEC Whistleblowers

Swimming in the Deep End: A Primer on Dark Pools

“Dark pools of liquidity” have recently become the focus of increased regulatory scrutiny, including a number of high-profile enforcement actions related to these alternative trading systems. This increased scrutiny follows...more

7/17/2014 - Alternative Trading Systems Broker-Dealer Dark Pool Enforcement Enforcement Actions Flash Boys High Frequency Trading Nasdaq NYSE SEC Securities Transparency

I’m Ready For My Close-Up: SEC Puts The Focus On Moviemaker Over Hostile Takeover Maneuvers

In a story right out of the movies, complete with “poison pills” and “white squires,” the SEC announced on March 13, 2014 that motion picture company Lions Gate Entertainment Corporation settled charges that it failed to...more

3/26/2014 - Hostile Takeover Poison Pill SEC

Trading On Tips: SEC May Seek Disgorgement From Trader For Gains In Investment Fund

A trader who uses material nonpublic information to execute trades but does not personally benefit from the resulting gains may nonetheless face disgorgement of all profits, according to a recent Second Circuit opinion. In...more

2/27/2014 - Disgorgement Enforcement Actions Illegal Tipping Investment Funds SEC

Beyond Basic: Shareholder Litigation Without Fraud-On-The-Market

Will shareholder litigation survive the abandonment of the fraud-on-the-market presumption of reliance? After the Supreme Court’s announcement that it will be considering the presumption in Halliburton Co. v. Erica P. John...more

12/4/2013 - Fraud-on-the-Market Rebuttable Presumptions Securities Exchange Act Shareholder Litigation Shareholders

Delaware Supreme Court Says No To Botox And No To Multi-Forum Litigation: Court Dismisses Derivative Suit Against Botox-Maker...

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery in Pyott, et al. v. Louisiana Mun. Police Emp. Ret. Sys., et al., holding that a derivative suit against Botox-maker Allergan, Inc. should be...more

4/9/2013 - Botox Class Action Collateral Estoppel Derivative Suit Multidistrict Litigation Settlement

Tracing Meets Twombly: Ninth Circuit Sets Section 11 Pleading Standards For Aftermarket Purchasers

In a precedent setting decision, the Ninth Circuit affirmed dismissal of a putative class action in In re Century Aluminum Co. Securities Litigation, significantly raising the pleading bar in Section 11 cases. Plaintiffs...more

2/5/2013 - Aftermarket Purchases Section 11 Shareholders Twombly/Iqbal Pleading Standard

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