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First Circuit Rejects Equitable Tolling In Class Action Arising Out Of Plant Closing

A luggage plant in France closes in 2007, so a class action suit for French post-termination benefits is brought against a former investor in Massachusetts in late 2011? Former Justice Souter joins the majority in the First...more

SEC Charges Five Co-Conspirators in Reverse Merger Scheme

On May 5, the Securities and Exchange Commission brought charges in the US District Court for the District of New Jersey against a Toronto-based consultant and four associates for running a scheme to illegally reap millions...more

SEC Files Partially Settled Manipulation Action

The Commission brought another action centered on reverse mergers involving Chinese issuers. This action differs from earlier cases, however, since it focuses on the promoters who are charged with manipulating the shares...more

This Week In Securities Litigation (Week ending March 21, 2014)

The Commission improved its trial record this week, prevailing in a ten day jury trial centered on fraud in connection with the sale of mortgage backed securities that caused a $5 million loss to Ginnie Mae. The agency...more

Orrick's Financial Industry Week in Review - February 10, 2014

No-Action Letter Provides Relief to M&A Brokers - On January 31, in a significant no-action letter (Letter), the Staff of the Division of Trading and Markets provided assurances that it would not recommend enforcement...more

The Ropes Recap: Mergers & Acquisition Law News - Recap of Fourth Quarter 2013

In this issue: *News from the Court: - Guidance from Delaware Chancery Court for Notice Provisions and - Survival Periods - Privileged Pre-Merger Attorney-Client Communications Belong to Surviving...more

SEC Sues Badin for Insider Trading in Smithfield Foods Acquisition

The May 29th announcement that China-based Shuanghui International Holdings had agreed to acquire Virginia-based Smithfield Foods came with a lot of news value. First, the $4.7 billion price tag for Smithfield is large by any...more

Corporate E-Review: Strategic Lessons Arising From Canadian and U.S. Judicial Consideration of Confidentiality Agreements - Oct...

Judicial decisions in Ontario and, more recently, Delaware have transformed restrictions on use of shared information commonly found in confidentiality agreements into de facto standstill provisions. Each of the Ontario...more

When a Special Committee Is Not So Special: Delaware Supreme Court Affirms Decision Holding Controlling Shareholder and Affiliated...

Sometimes, a special committee is not so special. On August, 27, 2012, the Delaware Supreme Court upheld a Chancery Court decision ordering the controlling shareholder of Southern Copper Corporation, formerly Southern Peru...more

Acquisition Agreement Issues by Byron F. Egan

I. INTRODUCTION - Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a...more

California Lawyer 2012 Roundtable Series: Securities

DEFENSE COUNSEL BEWARE. THAT’S THE MESSAGE FROM ROBERT KHUZAMI, DIRECTOR OF the SEC’s division of enforcement, who in the past year has pointedly criticized defense and inhouse counsel for impeding agency investigations. He...more

Inside M&A - January/February 2012

In This Issue: SEC Sues Private Company and its CEO for Fraud Related to Buyback Program Involving Employee Stock Bonus Plan The Fiducie in Restructuring and Acquisition Transactions in...more

"Inside the Courts - Volume 3, Issue 4: An Update From Skadden Securities Litigators"

We are pleased to present Inside the Courts (Volume 3, Issue 4), Skadden's securities litigation newsletter. This issue includes summaries and copies of selected noteworthy cases — principally decided from July to September...more

POSITION OF DIRECTORS IN A COMPANY

A Director is an agent of the Company for the conduct of the business of the company. Directors of a company have fiduciary relationship with the company as well as the shareholders when he acts as an agent or officers of a...more

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