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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

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

New Cause of Action from Business Court?

by Nexsen Pruet, PLLC on

CentsAbility: Creditors' Rights Law Update - In a recent case from the Business Court in Brunswick County, a North Carolina Judge held that Defendants could assert a claim for breach of the duty to negotiate in good...more

For Theranos, Life is Not All Rainbows and Unicorns: Government Conducting Criminal and Civil Investigations of Blood-Testing...

In a memorandum released on April 18, 2016, the private blood-testing company Theranos – once valued at over $9 billion – announced that it is under investigation by the U.S. Securities and Exchange Commission (“SEC”) and the...more

Be Careful What You Say – Or Rather What You Don’t Say – AVEO Pays $4 Million to SEC to Settle Fraud Charges

by Sullivan & Worcester on

In March 2016, the Securities and Exchange Commission announced that AVEO Pharmaceuticals, Inc., a Massachusetts-based biopharmaceutical company, agreed, without admitting or denying the allegations, to pay $4 million to...more

Courts Strike Down Church Plan Exemptions for Church-Affiliated Organizations

Until recently, the Internal Revenue Service (IRS), the Department of Labor (DOL), and federal courts seemed to agree that a retirement plan established and maintained by a church-affiliated organization generally qualified...more

Private Equity Funds Held Liable for Pension Obligations of a Portfolio Company

by White & Case LLP on

District Court: Two Affiliated Funds Formed “Partnership-in-Fact” and Have Controlled Group Liability for Portfolio Company Pension Liabilities - In a closely watched case (the “Sun Capital” case), the U.S. District...more

SEC Imposes Penalties on Company and Officers for Inadequate Staffing in Accounting Department

by Dechert LLP on

Highlights - The SEC settled charges against Magnum Hunter Resources Corporation and two of its officers for deficient oversight of the company’s internal controls over financial reporting, resulting in fines of...more

2015 Year in Review: Select SEC and FINRA Developments and Enforcement Cases

by Morgan Lewis on

The SEC brought a record number of cases in 2015, many of which the Commission touted as “high impact” and “first-of-their-kind,” and FINRA increased its enforcement total, tripling the amount of restitution to be paid to...more

Lenders are Required to Investigate Suspicious Loan Transactions

by Akerman LLP on

The Seventh Circuit Court of Appeals recently held that a lender is obligated to conduct a diligent investigation when it becomes aware of suspicious facts relating to the legitimacy of a loan transaction. In Sentinel...more

SEC Enforcement Chief Andrew Ceresney Discusses CCO Liability

by McGuireWoods LLP on

On November 4, 2015, Andrew Ceresney, director of the Securities and Exchange Commission’s (SEC’s) Division of Enforcement (Enforcement Division), delivered the keynote address at the 2015 National Conference of the National...more

Delaware Supreme Court Upholds Rural/Metro Decision

by White & Case LLP on

The Delaware Supreme Court recently affirmed the 2014 decisions of the Delaware Court of Chancery finding the lead financial advisor for Rural/Metro Corporation (“Rural”) liable to a class of Rural stockholders for aiding...more

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