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Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Veil Piercing/Alter Ego Determinations – How Fund Managers Can Protect Themselves

A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more

Investment Services Regulatory Update - September 2017

by Vedder Price on

Market and Product Developments - Securities Industry Implements T+2 Settlement Cycle - On September 5, 2017, the securities industry transitioned to a shorter settlement cycle for most broker-dealer securities...more

Finding the Unicorn in Lender Liability Litigation

by Bryan Cave on

Investors frequently talk in terms of trying to find the next unicorn, that small start-up company that is going to turn into a billion dollar valuation. Lawyers are like that as well, always looking for that new decision...more

When Speaking to Investors, Mix Facts with Predictions at Your Peril

The Private Securities Litigation Reform Act of 1995 protects “forward-looking statements”—that is, predictions about the future, at least when they are accompanied by “meaningful cautionary statements” that could cause the...more

Investment Services Regulatory Update - August 2017

by Vedder Price on

On August 7, 2017, the SEC’s Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert providing a summary of the staff’s observations from sweep exams of broker-dealers, investment advisers and funds...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

by Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Commercial Division Flags Novel Issue of Reasonable Reliance In LLC Member Battle

In PMC Aviation 2012-1 LLC et al. v. Jet Midwest Group, LLC et al., No. 654047/2015, BL221447 (Sup. Ct. Jun. 21, 2017), Commercial Division Justice Shirley Kornreich denied a motion to dismiss a fraudulent inducement claim by...more

Dissipation of Assets May be Tort Under English Law: Marex Financial Limited v. Carlos Sevilleja Garcia [2017] EWHC918

by Bryan Cave on

There is a joke that freezing injunctions are dangerous to heath. They appear to be carcinogenic, as people subject to them often tell the Court they are too ill to engage with proceedings....more

SEC Continues to Use Advance Data Analytics to Investigate Insider Trading

The SEC has continued to pursue a number of insider trading cases this year, both large-scale and small. Some of those matters involved trades that yielded relatively small amounts of profits: $40,000-$60,000. Why does the...more

Tesco to Pay Compensation of £85 m and Further Fine of £129 m for Market Abuse

by Jones Day on

On 28 March 2017, the FCA announced that Tesco plc and Tesco Stores Limited ("Tesco") had agreed to committing market abuse in relation to a trading update published on 29 August 2014. In that update, Tesco plc had stated...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

"Key Takeaways: Recent Investment Management Litigation and Regulatory Developments"

On February 28, 2017, Skadden hosted a webinar titled “Recent Investment Management Litigation and Regulatory Developments.” The Skadden panelists were litigation partners Eben Colby and Seth Schwartz, securities enforcement...more

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: Second Consecutive Opinion Finding Plaintiffs...

by Dechert LLP on

The U.S. District Court for the District of New Jersey recently issued its post-trial ruling in Kasilag et al. v. Hartford Investment Financial Services, LLC et al. The Hartford ruling is the second post-trial Section 36(b)...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

First Department Allows $45 Million Fraud Claim to Proceed Against Patriarch Partners

In Norddeutsche Landesbank Girozentrale v. Tilton, No. 651695/15, 2017 BL 55790 (App Div, 1st Dep’t Feb. 23, 2017), a divided panel of the Appellate Division, First Department, affirmed a Commercial Division order that denied...more

"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate...more

The Precarious Nature of Trust Assets at Home and Abroad

by Latham & Watkins LLP on

In Akers (and others) v. Samba Financial Group [2007] UKSC 6, the UK Supreme Court has confirmed the limited nature of British insolvency officer-holders’ ability to void dispositions of a company’s assets held on trust. The...more

Court Dismisses Derivative Claim for Alleged Breach of Oversight Duty

by Morris James LLP on

The Delaware courts encourage plaintiffs who bring derivative claims in Delaware without making demand on the board of directors to seek books and records under Section 220 of the Delaware General Corporation Law so as to be...more

"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

With the first-filed cases at or near completion, the results are not looking good for the plaintiffs in the latest wave of mutual fund fee litigation. Defendants prevailed after trial in one of those cases and achieved...more

Can the Corporate Veil be Pierced Against a Former Shareholder?

A recent opinion issued by the United States District Court for the Northern District of Illinois reminds us that corporate veil-piercing liability is not exclusive to shareholders. Anyone who is in control of and misuses the...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

by Holland & Knight LLP on

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

Federal Court Issues Trial Ruling in Section 36(b) "Manager of Managers" Lawsuit

by Dechert LLP on

AXA Investor Fees Held Not To Constitute a Breach of Fiduciary Duty - The U.S. District Court for the District of New Jersey issued its trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance...more

"EU Market Abuse Regulation — New Requirements for Issuers of Debt Securities Admitted to Trading in Europe"

On 3 July 2016, Regulation 596/2014 of the European Parliament and of the Council of the European Union (the Market Abuse Regulation) repealed and replaced Directive 2003/6/EC on Market Abuse (the Market Abuse Directive)....more

Dutch Foundation Dismissed for Inadequate Safeguarding of Members’ Interests

On June 29, 2016, the Dutch Court of East Brabant dismissed a foundation’s claims against Rabobank Group for alleged unlawful selling of interest rate swaps because it failed to meet the requirement of the Dutch Claim Code...more

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