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A Fraud By Any Other Name: Seventh Circuit Holds That SLUSA Extends to Class Actions That Could Be Pursued Under Federal...

A divided panel of the Seventh Circuit recently held that the Securities Litigation Uniform Standards Act (“SLUSA”) requires any covered class action that “could have been pursued under federal securities law” to be brought...more

No Longer a Mirage: FCPA Compliance and Cooperation Has Its Benefits

On September 12, 2016, the SEC announced that it had reached a settlement with Jun Ping Zhang (“Ping”), a former executive of a Chinese subsidiary of Harris Corporation (“Harris”), regarding alleged violations of the Foreign...more

CDX Holdings, Inc. v. Fox: Chancery Court’s Decision Is Affirmed, But Dissent Blasts Use of “Hindsight Bias” Analysis

On June 6, 2016, the Supreme Court of Delaware affirmed a decision of the Chancery Court finding that corporate directors and officers involved in a sales transaction breached a contract with option holders to fairly value...more

Mark Cuban Challenges the Referee: the Constitutionality of SEC In-House Courts

After the repeated challenges to the SEC’s in-house courts as previously reported, Mark Cuban joined the debate by filing an amicus curiae brief in support of petitioners Raymond J. Lucia Companies, Inc. and Raymond J. Lucia...more

Another Round of Favorable SEC Settlements, But Only for Underwriters that Self-Reported

The SEC has rolled out its second wave of enforcement actions against 22 municipal underwriting firms for alleged securities violations in municipal bond offerings in connection with its Municipalities Continuing Disclosure...more

District Judge Takes Jab at SEC’s Home-Court Advantage in Administrative Proceedings, But Defense Bar May Not Have a Slam Dunk

The defense bar recently won a significant victory in the battle to challenge the SEC’s expanded use of administrative proceedings, following the 2010 enactment of the Dodd-Frank Act, to seek penalties against unregulated...more

Additional Avenues May Be Available for Federal Regulators to Curtail Deceptive Practices in High Frequency Trading

We first heard about the SEC’s increased focus on high-frequency trading in June 2014 when the SEC announced its desire to promulgate new rules on high frequency trading to address the lack of transparency in dark pools and...more

Keep Your Unreasonable Opinions to Yourselves: The Supreme Court Hears Argument in Omnicare

On November 3, 2014, the U.S. Supreme Court held oral argument in Omnicare v. Laborers District Council Construction Industry Pension Fund. As discussed in earlier posts, from March 18, 2014 and July 22, 2014, the Supreme...more

Does Being an ‘Expert’ Make You an Expert?

Earlier this month, Judge Victor Marrero of the Southern District of New York issued his opinion certifying a class of buyers of the common stock of a company created by a Chinese reverse merger. McIntire v. China...more

Insider Trading Gets Political: Trading on Political Intelligence

Some things are better left unsaid. Especially, it seems, when they involve political intelligence shared by a congressional aide with a lobbyist linked to a political intelligence firm serving Wall Street traders....more

Halliburton Watch: Let’s Start With The Basics

On March 5, 2014, the Supreme Court heard oral argument in the case Halliburton Co. v. Erica P. John Fund, Inc., Case No. 13-317, and we are certain our blog readers are eagerly awaiting the Court’s ruling. ...more

Out Of Control: SEC Says Lack Of Internal Controls Led To HP Paying More Than $108 Million To Settle FCPA Actions

On April 9, 2014, the Securities and Exchange Commission announced that Hewlett-Packard had agreed to pay more than $108 million to settle Foreign Corrupt Practices Act actions brought by the SEC and the Department of...more

4/16/2014  /  FCPA , Hewlett-Packard , SEC , Settlement

I’m Ready For My Close-Up: SEC Puts The Focus On Moviemaker Over Hostile Takeover Maneuvers

In a story right out of the movies, complete with “poison pills” and “white squires,” the SEC announced on March 13, 2014 that motion picture company Lions Gate Entertainment Corporation settled charges that it failed to...more

3/26/2014  /  Hostile Takeover , Poison Pill , SEC

Investors Get A Voice At The Regulator: SEC Names Its First Head Of The Office Of The Investor Advocate

Though investors might have assumed that the entire Securities and Exchange Commission was their advocate to begin with, on February 12th the agency announced that it had hired Rick Fleming to be its very first Investor...more

Can Your Director Bank On The Business Judgment Rule?

Ever had one of those days where you think you’re acting with good faith, diligence, and care, and yet you still get sued by the FDIC? The directors and officers of the now defunct Buckhead Community Bank in Georgia find...more

A Bird In The Hand Is Worth … Nothing If You Can’t Really Sell It

A pair of investment firms recently filed suit against Twitter in the Southern District of New York, alleging that Twitter had fraudulently refused to allow them to sell its private stock in advance of its much-anticipated...more

11/6/2013  /  Fraud , IPO , Stocks , Twitter

When Are Directors Liable For Failing To Exercise Proper Oversight?

Recently we discussed whether directors of public companies face potential liability for not preventing cyber attacks. As we discussed, the answer is generally no, because absent allegations to show a director had a...more

SEC Wins Some, Loses Some In Aggressive Insider Trading Case, SEC Doesn’t Know Who Tipped In All Know Insider Trading Case

In a decision rendered from the United States District Court for the Northern District of Illinois, Eastern Division, Judge Ronald Guzmán granted summary judgment on the SEC’s insider trading claims as to three defendants but...more

Do Trades Made Pursuant To 10b5-1 Plans Still Offer A Defense To Insider Trading?

Rule 10b5-1, enacted in August 2000, codified the SEC’s position that trading while in possession of material non-public information is sufficient to establish liability for insider trading....more

6/14/2013  /  CII , Insider Trading , Rule 10b-5 , SEC

Recent Study Finds Cybersecurity Disclosures May Fail To Meet SEC Guidelines

Hackers aren’t the only ones after company information. Earlier this week, Wills Fortune 500, a unit of Wills Group Holdings, a global insurance broker providing insurance and risk management services, made available its own...more

Say Hello To My Imaginary Friend! Judge Posner, Seventh Circuit Issue Stern Warning To Plaintiffs’ Firms For Again Citing Bogus...

Plaintiffs’ counsel beware: to avoid Rule 11 sanctions you might actually have to talk to “confidential witnesses” yourself and corroborate their statements before citing them in a securities fraud complaint....more

Inside Out: NASDAQ Proposes Rule To Require Internal Auditing

The NASDAQ Stock Market recently submitted a proposed rule change that would require all companies listed on the NASDAQ to maintain an internal audit function. The function would “provide management and the audit committee...more

Consenting Adults: D.C. Circuit Tells Press To Stay Out Of SEC-AIG Relationship

What happens between a mature multinational insurance corporation and its regulator is nobody’s business, or so says the United States Court of Appeals for the D.C. Circuit, which issued an opinion in SEC v. AIG on February...more

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