Richard A. Martin

Richard A. Martin

Orrick, Herrington & Sutcliffe LLP

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Pay Ratio Rule Continues Down Slow Road After Public Senatorial Scolding

On Friday June 5, 2015, the SEC made incremental progress toward finalizing the “pay ratio” rule required by the 2010 Dodd-Frank Act by publishing a memo from the Division of Economic and Risk Analysis (DERA memo) that...more

6/10/2015 - Division of Economic and Risk Analysis (DERA) Dodd-Frank Executive Compensation Pay Ratio SEC Securities Exchange Act Wage and Hour

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 Announces Settlement With “Big Four” China Accounting Firms Over Production of Documents Located in China

Today, the Securities and Exchange Commission (“SEC” or “Commission”) announced the terms of a settlement with four of the Respondents in In the Matter of BDO China Dhaua CPA Co., Ltd. The four Respondents are the China...more

2/6/2015 - Administrative Hearings Audits Deloitte Document Productions Ernst & Young Foreign Affiliates KPMG Pricewaterhousecoopers SEC Settlement

Tweet, Tweet: The SEC Gets Social

The SEC recently issued an investor alert to warn investors about potential fraudulent investment schemes involving popular social media sites such as Facebook, YouTube and Twitter, turning its eye towards investor fraud...more

11/19/2014 - Capital Formation Crowdfunding Facebook Risk Alert SEC Securities Fraud Social Media Social Networks Twitter YouTube

Sheer Yoga Pants And Over-Stretched Allegations: Court Refuses To Stretch Allegations Of Corporate Mismanagement Into Federal...

A lack of sweaty models trying on yoga pants may be problematic, but does it give rise to securities fraud? Not in the Southern District of New York. In In re lululemon Securities Litigation, decided on April 18, 2014,...more

5/14/2014 - Class Action False Advertising Lululemon Mismanagement Rule 10b-5 Section 10(b) Securities Exchange Act Securities Fraud

Delaware Chancery Court Rulings Provide Insights On Reducing The Risk Of Successful Shareholder Challenges

Corporations contemplating going private should take note of recent rulings from the Delaware Court of Chancery, which provide clear guidance on how to structure their transactions to reduce the risk of being subjected to the...more

8/28/2013 - Controlling Stockholders Minority Shareholders Shareholder Litigation Shareholders

Making A Statement: The Two Faces Of Janus In The SDNY

Almost two years after the Supreme Court issued its momentous decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), lower courts continue to reach significantly different conclusions...more

5/7/2013 - Investment Adviser Rule 10b-5 SEC

Supreme Court Hears Argument in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds

Securities class action lawyers are looking to the U.S. Supreme Court this term to clear up an issue that has been at the center of several prominent securities class actions, specifically, what is the standard for class...more

11/19/2012

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