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No Knowledge, No Jail: Second Circuit Clarifies Scope of Tippee Insider Trading Liability

On December 10, 2014, the Second Circuit issued an important decision (U.S. v. Newman, No. 13-1837, 2014 WL 6911278 (2d Cir. Dec. 10, 2014)) that will make it more difficult in that Circuit for prosecutors, and most likely...more

12/17/2014 - Fund Managers Illegal Tipping Insider Trading Investment Management Personal Benefit SEC Securities Securities Fraud White Collar Crimes

New York Extends Common Interest Privilege Protection to Non-Litigation Communications

Ordinarily, when a communication between an attorney and her client is disclosed to a third party, that communication loses its privileged status. The common interest privilege operates as an exception to that rule that...more

12/10/2014 - Attorney-Client Privilege Bank of America Common-Interest Privilege Confidential Communications Countrywide Disclosure Mergers Third-Party

Are Bank Branches in New York the Gateway to Seizure of Foreign Assets: The New York Court of Appeals Reconsiders the Separate...

On September 16, 2014, the New York Court of Appeals heard oral argument on a certified question from the Second Circuit in Motorola Credit Corp. v. Standard Chartered Bank, an important case concerning the application of New...more

10/9/2014 - Appeals Banks Foreign Banks Garnishment Judgment Creditors

SEC Bats 0-for-2 on Insider Trading

A California federal jury sided against the U.S. Securities and Exchange Commission on Friday, June 6, finding the founder of storage device maker STEC Inc. not guilty on insider trading charges. ...more

6/10/2014 - Enforcement Actions Fraud Insider Trading SEC

Delaware Supreme Court Tells Controlling Shareholders “If You Look Out For Your Minority, We’ll Look Out For You”

On March 14, 2014, the Delaware Supreme Court unanimously affirmed an important Delaware Court of Chancery decision issued in 2013 that offered a roadmap to companies and their directors on how to obtain the protections of...more

4/2/2014 - Business Judgment Rule Controlling Stockholders Minority Shareholders Shareholder Litigation Shareholders Standard of Review

For Whom The Whistle Tolls In 2014

Momentum for the SEC’s Dodd Frank whistleblower program is growing, and 2014 can be expected to bring continued expansion of the program and the number and types of whistleblower actions initiated by the SEC. The SEC’s...more

1/29/2014 - Dodd-Frank Enforcement Actions Retaliation SEC Whistleblower Awards Whistleblowers

The Volcker Rule: Great Expectations For Regulating Risk

On Tuesday, December 10, five federal regulatory agencies, the Federal Reserve, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Office of the Comptroller and the Commodity Futures...more

12/18/2013 - Banks CFTC Compliance Dodd-Frank Federal Reserve OCC SEC Volcker Rule

Route 506: The General Solicitation Highway

A new route to soliciting direct securities investments has opened. For the first time in 80 years, start-ups and small businesses can broadly advertise and broadly solicit to raise money for private offerings. ...more

10/18/2013 - Crowdfunding Funding General Solicitation JOBS Act Rule 144A Rule 506 Offerings Securities Act of 1933 Small Business Startups

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

3/26/2013 - Derivative Suit Disclosure Requirements Facebook Forum Selection Clause IPO Ripeness

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