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Business Organization Securities Civil Remedies

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Government Dismisses All Charges In Benjamin Wey Securities Fraud Case After U.S. District Judge Suppresses All Evidence Obtained...

by Shearman & Sterling LLP on

On August 8, 2017, the Government moved to dismiss all charges against Benjamin Wey, the CEO of New York Global Group charged with securities fraud, wire fraud, conspiracy, and money laundering. United States District Court...more

How To Confer A $6.9 Million Benefit For Less Than A Half Dollar

by Allen Matkins on

In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen. According to EchoStar’s proxy statement for...more

Second Circuit Affirms Dismissal Of Short-Swing Trading Suit

by Shearman & Sterling LLP on

On August 3, 2017, the United States Court of Appeals for the Second Circuit affirmed the dismissal of a “short-swing” trading suit brought by a shareholder in Herbalife, Ltd., Hologic Inc., and Nuance Communications, Inc....more

Delaware Chancery Court Upholds Fiduciary Duty Breach Claims Regarding Self-Tender Against Controlling Stockholder Group And...

by Shearman & Sterling LLP on

On July 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss former stockholders’ claims for breach of fiduciary duty brought in connection with a self-tender by R. L. Polk...more

Eastern District Of Wisconsin Dismisses Securities Fraud Allegations Based On Accounting Errors For Failure To Sufficiently Plead...

by Shearman & Sterling LLP on

On July 20, 2017, Judge J.P. Stadtmueller of the United States District Court for the Eastern District of Wisconsin dismissed claims brought by shareholders of Kohl’s Corporation (“Kohl’s”) against the company and two of its...more

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

Southern District Of New York Dismisses Securities Fraud Claims For Failure To Plead Reliance And Scienter

by Shearman & Sterling LLP on

On July 10, 2017, Judge John G. Koeltl of the United States District Court for the Southern District of New York dismissed a putative securities fraud class action against E*TRADE Securities LLC (“E*TRADE”), E*TRADE Financial...more

Recent case law update: Treatment of Trust Assets — Akers (and others) v. Samba Financial Group (2017)

by Latham & Watkins LLP on

The English Supreme Court has delivered a ruling that provides helpful guidance on the enforceability of trusts in respect of assets located in foreign jurisdictions that do not recognise trusts. The ruling also highlights...more

Delaware Chancery Court Issues Opinion Offering Rare Interpretation Of Stock Transfer Restriction Provision, Delaware General...

by Shearman & Sterling LLP on

On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was...more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...more

Northern District Of California Partially Dismisses Securities Claims For Failure To Sufficiently Allege Misstatements And Control...

by Shearman & Sterling LLP on

On June 28, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California ruled, among other things, that allegations of knowledge of “defeat devices” did not equate to knowledge of...more

Second Circuit Partially Vacates Class Certification, Holding That Whether Securities Transactions Are "Domestic" Raises...

by Shearman & Sterling LLP on

On July 7, 2017, in a decision making several significant rulings and clarifications, the United States Court of Appeals for the Second Circuit vacated in part an order certifying classes asserting claims under the Securities...more

Eighth Circuit Vacates Disgorgement Order As Time-Barred Under Kokesh But Leaves Injunction Undisturbed

by Shearman & Sterling LLP on

On June 29, 2017, the United States Court of Appeals for the Eighth Circuit vacated a disgorgement order against Crawford Capital Corporation, a venture capital firm, and its owner, Paul D. Crawford, citing the U.S. Supreme...more

2016 Marks a Record Year for Securities Class Actions

The year 2016 was the biggest yet for U.S. securities class action settlements. On June 14, 2017, Securities Class Action Services, a division of Institutional Shareholder Services, Inc., released its updated list of the top...more

Kokesh May Lead to Lower Monetary Sanctions in SEC Enforcement Proceedings

The U.S. Supreme Court’s recent decision in Kokesh v. SEC provides the defense bar with significant ammunition to argue for lower monetary sanctions in securities enforcement matters pending in federal district courts. In...more

Southern District Of New York Dismisses Securities Claims For Failure To Sufficiently Allege Misstatements And Scienter

by Shearman & Sterling LLP on

On June 13, 2017, Judge Vernon S. Broderick of the United States District Court for the Southern District of New York dismissed a putative securities class action against gold mining and exploration company Pretium Resources,...more

Bridging the Week - June 2017 #2

Diamonds May Be Forever, but US Supreme Court Rules SEC Ability to Seek Disgorgement Limited to Five Years: The United States Supreme Court ruled last week that the Securities and Exchange Commission may only commence...more

U.S. Supreme Court Rules That SEC Disgorgement Is Subject to a Five-Year Limit

The U.S Securities and Exchange Commission (SEC) has frequently used disgorgement as a tool to strip wrongdoers of ill-gotten gains. The aim of disgorgement is to return the wrongdoer to the position he or she was in before...more

Supreme Court Sharply Limits SEC’s Ability to Order Disgorgement, Ruling that Five-Year Statute of Limitations Applies

by Dentons on

For decades, the US Securities and Exchange Commission (SEC) has wielded a powerful weapon in its ability to obtain disgorgement orders to recoup any ill-gotten gains traceable to alleged securities violations. Although SEC...more

US Supreme Court: Disgorgement Is a Penalty, Limiting SEC’s Reach

by Latham & Watkins LLP on

Rejecting the Tenth Circuit Kokesh decision, the holding that the five-year limitations period applies to SEC disgorgement claims will dramatically affect enforcement actions. Key Points: ..The Supreme Court decision...more

Supreme Court Applies Five-Year Statute of Limitations to SEC Disgorgement Claims in Kokesh v. SEC

by Ropes & Gray LLP on

On June 5, 2017, after years of industry debate and litigation, the Supreme Court put to rest a billion dollar question: can the Securities and Exchange Commission (“SEC” or the “Commission”) seek disgorgement beyond the...more

United States Supreme Court Holds SEC Disgorgement Orders Subject to Five-Year Statute of Limitations

by Shearman & Sterling LLP on

On Monday, June 5, 2017, a unanimous Supreme Court held that the ability of the Securities and Exchange Commission (“SEC”) to seek disgorgement in connection with a violation of federal securities law is subject to a...more

The U.S. Supreme Court Puts S.E.C. Disgorgement Actions on the Clock

by Miller Canfield on

The U.S. Supreme Court continues to limit the timeframe in which the U.S. Securities and Exchange Commission (“S.E.C.”) can seek to levy monetary penalties in enforcement actions it brings against violators of the federal...more

Supreme Court limits SEC disgorgement: what next?

by DLA Piper on

The US Supreme Court has unanimously ruled in Kokesh v. SEC, that SEC disgorgement is a penalty and, therefore, subject to a five-year statute of limitations.  The decision upends long-held views that SEC disgorgement is an...more

Supreme Court Limits SEC Ability to Seek Disgorgement by Holding Five-Year Statute of Limitations Applies to Such Actions

by Bryan Cave on

A five-year statute of limitations applies to actions by the Securities and Exchange Commission for disgorgement, the U.S. Supreme Court ruled today. The decision imposes a significant new limit on the SEC’s ability to seek...more

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