M. Norman Goldberger

M. Norman Goldberger

Ballard Spahr LLP

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Latest Publications


SEC Announces Second Wave of MCDC Enforcement Actions

The Securities and Exchange Commission (SEC) this week announced enforcement actions under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative, targeting 22 municipal bond underwriting firms for alleged due...more

10/5/2015 - Borrowers Compliance Disclosure Requirements Due Diligence EMMA Enforcement Actions MCDC Municipal Bonds Municipal Securities Issuers Municipal Securities Market Reporting Requirements SEC Securities Exchanges Self-Reporting Underwriting

The Need for Speed: The Delaware Rapid Arbitration Act

The Delaware Rapid Arbitration Act (DRAA), 10 Del. C. §§5801-581, which became effective this month, provides a new, speedy, and relatively low-cost arbitration process for commercial disputes through the Delaware Court of...more

5/29/2015 - Arbitration Delaware Rapid Arbitration Act Mediation

Delaware Senate Upholds Ban on Fee-Shifting Provisions in Corporate Governing Documents

The Delaware Senate has passed a bill that would amend the Delaware General Corporation Law (DGCL) to prohibit Delaware stock-based companies from adopting bylaws or articles of incorporation that shift legal fees to the...more

5/18/2015 - Bylaws Delaware General Corporation Law Fee-Shifting New Legislation

SEC Challenges Employee Confidentiality Agreements

The Securities and Exchange Commission (SEC) recently announced that it brought (and resolved) an enforcement action against a company for allegedly discouraging whistleblower complaints by requiring employees to sign...more

4/7/2015 - Confidentiality Agreements Enforcement Actions Internal Investigations KBR (formerly Kellogg Brown & Root) Rule 21F SEC Whistleblower Protection Policies Whistleblowers

SEC Muni Enforcement Chief Offers Her Views on MCDC

The Securities and Exchange Commission’s (SEC’s) year-old Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative or MCDC) has encouraged municipal securities issuers, borrowers, and underwriters to...more

3/16/2015 - Municipal Securities Issuers Offering Documents SEC

SEC Charges City Mayor as a Control Person in Allen Park, Michigan, Enforcement Action

Thursday, the Securities and Exchange Commission (SEC) announced fraud charges against the City of Allen Park, Michigan (City), and two of its former officials—the former City Mayor and former City Administrator. It is the...more

11/10/2014 - Economic Development Enforcement Actions Fraud Joint and Several Liability Municipal Bonds Municipalities P3s Public Officials Public-Private Partnerships SEC Securities Exchange Act

MCDC Issuer Deadline is December 1. Are You Prepared?

The deadline for municipal issuers and obligated persons to self-report to the Securities and Exchange Commission (SEC) under its Municipal Continuing Disclosure Compliance (MCDC) Initiative any recent misstatements in...more

10/14/2014 - Deadlines Filing Deadlines MCDC SEC

In ERISA Stock Drop Case, Supreme Court Giveth and Taketh Away on Moench Presumption

The U.S. Supreme Court recently eviscerated a key protection against stock drop lawsuits filed by participants in defined contribution plans that hold employer stock as an investment. In Fifth Third Bancorp et al. v....more

6/30/2014 - ERISA ESOP Fiduciary Duty FIfth Third Bancorp v Dudenhoeffer Fifth Third Mortgage Company Halliburton Halliburton v Erica P. John Fund Moench Presumption SCOTUS Stock Drop Litigation US Bancorp

SEC Announces First Investment Adviser ‘Pay-to-Play’ Enforcement Action

The U.S. Securities and Exchange Commission (SEC) announced its first enforcement action under "pay-to-play" rules for investment advisers since those rules were adopted nearly four years ago. TL Ventures Inc., a...more

6/25/2014 - Campaign Contributions Enforcement Enforcement Actions Fees Investment Adviser PACs Pay-To-Play Pensions Private Equity SEC

Supreme Court Provides New Ammunition for Defeating Securities Fraud Class Actions

The U.S. Supreme Court today gave companies new ammunition to defeat securities fraud class actions. In Halliburton v. Erica P. John Fund, the Court held that defendants can, at the preliminary class certification stage,...more

6/24/2014 - Basic v Levinson Class Action Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Litigation

Delaware Supreme Court Deals Blow to Merger Litigation Plaintiffs

On Friday, the Delaware Supreme Court adopted the business judgment rule standard of review for some controlling stockholder freeze-out mergers and potentially other interested party transactions. In Kahn, et al. v. M&F...more

3/20/2014 - Business Judgment Rule Controlling Stockholders Freeze-Out Mergers Mergers Standard of Review

Supreme Court Hears Argument in Potentially Game-Changing Securities Law Case

On March 5, 2014, the U.S. Supreme Court heard argument in Halliburton v. Erica P. John Fund. The outcome of this case may change the landscape for securities class actions. The issue in Halliburton is whether the fraud on...more

3/10/2014 - Basic v Levinson Class Action Class Certification Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Fraud

SEC Assesses Its First Financial Penalty against a Municipal Securities Issuer

The Securities and Exchange Commission (SEC) announced yesterday that it has, for the first time, assessed a financial penalty against a municipal securities issuer. The penalty arises from a settled administrative proceeding...more

11/7/2013 - Investors Municipal Bonds Municipal Securities Issuers Penalties SEC

EB-5 Program Faces Heightened Enforcement Scrutiny

Announcements last week by the Securities and Exchange Commission (SEC) and U.S. Citizenship Immigration Services (USCIS) indicate that investments made through the EB-5 Immigrant Investor Program (the EB-5 Program) will be...more

10/14/2013 - EB-5 Enforcement Actions Fraud Green Cards Investors SEC USCIS Visas

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