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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

9/4/2014 - Basic v Levinson China Expert Testimony Reverse Mergers

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

7/2/2014 - CMS DOJ Grand Juries Healthcare Insider Trading Misappropriation SEC STOCK Act Subpoenas Testimony Wall Street Ways and Means Committee

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

4/22/2014 - Class Action Fraud-on-the-Market Halliburton v Erica P. John Fund SCOTUS Securities Fraud Securities Litigation

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

2/19/2014 - Dodd-Frank Investors OIA SEC Securities Exchange Act

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

12/11/2013 - Board of Directors Business Judgment Rule Compliance D&O Insurance FDIC

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

9/9/2013 - Breach of Duty Cyber Attacks Cybersecurity Directors Fiduciary Duty Liability Oversight Committee

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

6/26/2013 - Enforcement Actions Illegal Tipping Insider Trading SEC

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

6/13/2013 - Cybersecurity Disclosure Requirements SEC

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

4/2/2013 - Confidential Witnesses Discovery Pleadings Rule 11 Securities Fraud Witness Statements

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

3/19/2013 - Audits Internal Audit Functions Nasdaq Risk Management

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

2/12/2013 - Adjudicatory Process AIG Appeals Decision-Making Process Journalists Judicial Records Right of Access SEC SEC v AIG

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