Michael Valerio

Michael Valerio

Carlton Fields Jorden Burt

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Latest Publications


SEC Administrative Law Judge Appointments Held Likely Unconstitutional

Defendants in SEC administrative enforcement proceedings have increasingly been going to federal court to challenge the SEC’s stepped-up use of its "in-house" tribunal. While the early results were not promising, more recent...more

10/2/2015 - Administrative Proceedings ALJ Appointments Clause Article II Enforcement Actions Preliminary Injunctions SEC Tribunals

With Reservations, Delaware Chancery Court Grants Summary Judgment to Dell in Appraisal Action Sparked by Going-Private Merger

In a cash-out merger or consolidation, qualifying shareholders of a constituent Delaware corporation who do not vote in favor of the transaction may seek a judicial determination of the “fair value of [their] shares” under...more

7/23/2015 - Appraisal DE Supreme Court Dell Going-Private Transactions Shareholders Statutory Requirements

SEC Enforcement Defendants Descend on Georgia for Judicial Relief from the SEC’s Allegedly Unconstitutional In-House Tribunal

It is often hot in Georgia this time of year. In one particular Georgia federal court, the U.S. Securities and Exchange Commission (SEC) has been feeling some of that heat on an issue of significant interest to subjects of...more

6/22/2015 - Administrative Hearings ALJ Appointments Clause Article I Article II Compliance Constitutional Amendment Dodd-Frank Financial Markets Forum Selection Clause Insider Trading Jury Trial SEC Securities Seventh Amendment

SEC Puts Janus in its Place

Interpretive positions adopted in a recent SEC opinion will, if accepted by the courts, greatly undermine the significance of the U.S. Supreme Court’s 2011 opinion in Janus Capital Group, Inc. v. First...more

6/22/2015 - Financial Markets First Derivative Traders Investment Adviser Janus Capital Group Mutual Funds Rule 10b-5 SCOTUS SEC

Trademarks in Cuba, Successful Whistleblowers, Big Data, Health Care Encryption, Jury Instruction Tips [Expect Focus – Vol. 1,...

IN THE SPOTLIGHT · Is your Company Ready to Comply with Encryption of Individually Identifiable Health Information? LIFE INSURANCE · STOLI Schemers Must Make Good on Damages Caused · At the State Level, Is a Fixed-Index...more


First Circuit’s RAA-Friendly Ruling Stands

The class plaintiffs’ challenge to a group life insurer’s use of so-called retained asset accounts (RAAs) in Merrimon v. Unum Life Insurance Company of America has come to an unsuccessful end. On January 26, the United...more

4/2/2015 - Class Action ERISA Insurance Litigation Life Insurance Petition for Writ of Certiorari Retained Asset Accounts

FSOC’s Designation of Nonbank SIFIs: More New Developments

The end-of-year holidays failed to slow the pace of developments surrounding the Financial Stability Oversight Council’s (FSOC) process for designating nonbank Systemically Important Financial Institutions (SIFIs) for Federal...more

4/1/2015 - FSOC MetLife Nonbank Firms Prudential Standards Regulatory Standards SIFIs Supervision

Life Insurer Prevails in First Circuit Appeal in ERISA Class Action Challenging Retained Asset Accounts

In a unanimous panel decision, the U.S. Court of Appeals for the First Circuit reversed a trial court’s ruling that the defendant, Unum Life Insurance Company of America (Unum), had breached fiduciary duties under the...more

10/22/2014 - Class Action ERISA Life Insurance Retained Asset Accounts

Rakoff Rebuffed on Rejection of SEC Settlement

Appeals for the Second Circuit has vacated a provocative order by Southern District of New York Judge Jed Rakoff. In the November 2011 order, Rakoff rejected a proposed "no-admit, no-deny" consent decree to resolve an SEC...more

10/3/2014 - Citigroup Consent Decrees Enforcement Enforcement Actions Judge Rakoff SEC SEC v Citigroup Settlement

What Fifth Third Bancorp v. Dudenhoeffer May Mean for ERISA Stock-Drop Litigation

Did the future course of “stock-drop” litigation under the Employee Retirement Income Security Act (ERISA) against fiduciaries of public company employee stock ownership plans (ESOPs) take a sharp turn on June 25, 2014, when...more

9/26/2014 - ERISA ESOP Fiduciary Duty FIfth Third Bancorp v Dudenhoeffer SCOTUS Stock Drop Litigation Stocks

First Circuit Finds for Life Insurer in ERISA Class Action Challenging Retained Asset Accounts to Pay Life Insurance Benefits

In a unanimous panel decision, the U.S. Court of Appeals for the First Circuit reversed a trial court’s ruling that the defendant, Unum Life Insurance Company of America (Unum), had breached fiduciary duties under the...more

7/10/2014 - Appeals Breach of Duty ERISA Insurers Life Insurance Retained Asset Accounts Unum Life Insurance Company

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