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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

Accidents Happen: Innocent Mistakes By Board May Not Spoil Business Judgment Protection

Recently, the Delaware Court of Chancery in Pfeiffer v. Leedle declined to dismiss a shareholder derivative action against a board for breach of fiduciary duty, where the directors allegedly approved stock options exceeding...more

11/14/2013 - Breach of Duty Business Judgment Rule Fiduciary Duty Stock Options Stocks

Lookout For The SEC: After First Demanding More Admissions, The SEC Is Additionally Increasing Monetary Penalties And Giving...

After first announcing a change on June 18 of this year to demand more admissions in SEC actions, an SEC leader recently made further comments echoing that same sentiment, as well as referencing the SEC’s intended use of...more

10/8/2013 - Citigroup Civil Monetary Penalty SEC Settlement

The Meaning Of Life Settlements: Are They Securities Or Not?

“Life settlements” are financial transactions in which the original owner of a life insurance policy sells it to a third party for an up front, lump sum payment. The amount paid for the policy is less than the death benefit...more

9/26/2013 - Death Benefits Life Insurance Settlement

The Auditor’s Report: Is “Pass/Fail’” Enough?

In August, the Public Company Accounting Oversight Board (“PCAOB”) issued a proposal that calls for enhanced communication from Auditors—in addition to the traditional Pass/Fail opinion—in Audit Reports (PCAOB Release No....more

9/16/2013 - Audits Compliance GAAP PCAOB

The Honeymoon Is Over: Post-DOMA, Same-Sex Couples Now Spouses For Purposes Of The Securities And Exchange Act Rules

The Supreme Court in U.S. v. Windsor held that the federal Defense of Marriage Act’s (DOMA) section defining marriage as between a man and woman is unconstitutional because it violates the Fifth Amendment’s equal protection...more

8/9/2013 - DOMA Equal Protection Fifth Amendment Marriage Same-Sex Marriage SCOTUS SEC Securities Exchange Act US v Windsor

Broker-Dealers: The New Frontier For SEC Enforcement

In a split vote last week, the SEC adopted new rules designed to increase protections for customers who invest money and securities with broker-dealers....more

8/8/2013 - Broker-Dealer Dodd-Frank Enforcement Fiduciary Duty Mary Jo White PCAOB SEC SEC Commissioner

Does A Board Need To Put A “For Sale” Sign On The Company When Considering A Change-Of-Control Transaction?

When a board of directors decides to enter the company into a change-of-control transaction, the board is charged with the duty to act reasonably to secure the best value reasonably attainable for its shareholders....more

8/5/2013 - Acquisitions Board of Directors Change of Ownership Mergers Shareholders

Securities Litigation Trends In Q2 2013: What’s Up (Or Should We Say Down)?

The second quarter of 2013 saw the largest quarterly percentage decline in new securities actions since before the 2007/2008 financial crisis....more

7/31/2013 - Securities Fraud Securities Litigation

Going-Private Transaction With A Controlling Stockholder – What Standard Of Review Applies?

We previously discussed how important a special negotiating committee of independent directors can be when defending against stockholder challenges to change-of-control transactions – particularly for going private...more

6/3/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions Shareholders

What’s The Right Way To Respond To A Shareholder Books And Records Request?

Delaware law gives shareholders the right to request corporate books and records in order to investigate issues that are of interest to them. ...more

5/17/2013 - Corporate Records Shareholder Rights

“We’re Considering Selling The Company – How Can A Special Committee Help?”

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

5/13/2013 - Board of Directors Change in Control Conflicts of Interest Corporate Governance

SEC: Facebook Friends Can Benefit

The SEC issued a release today confirming that companies can use social media outlets like Facebook, Twitter, and LinkedIn to announce information in compliance with Regulation FD (“Reg FD”) so long as investors have been...more

4/3/2013 - Facebook Regulation FD SEC Social Media

Basic Gets Complicated: Vivendi Rebuts Fraud-On-The-Market Presumption

In what Judge Shira A. Scheindlin of the Southern District of New York called an “extraordinary case,” French multimedia company Vivendi, S.A. has scored an unusual victory based on a successful rebuttal of the...more

3/12/2013 - Fraud-on-the-Market Gamco Investors v Vivendi Investors

Another Securities Case For The Supreme Court. Next Up: Ponzi Scheme Cases

Agreeing to take up yet another securities case, the Supreme Court granted cert on January 18 in three related appeals arising out of the alleged multi-billion dollar Ponzi scheme involving R. Allen Stanford’s Stanford...more

1/31/2013 - Class Action Ponzi Scheme Private Securities Litigation Reform Act of 1995 SCOTUS SLUSA Stanford International Bank

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