Civil Remedies, Securities Law, Business Organization

News Of The (Shareholder Derivative) World: Record-High $139 Million Settlement In News Corp. Phone Hacking Suit

by Kevin Askew, James Grohsgal, Robert Varian | Orrick - Securities Litigation and Regulatory... on 5/1/2013

Putting an end to shareholder derivative litigation arising from News Corp.’s phone-hacking scandal, the company’s directors agreed last week to a record-breaking $139 million cash settlement. According to the plaintiffs’...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

Don’t Lie About Assets Under Management

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 4/19/2013

Umesh Tandon, president, chief compliance officer, and sole owner of Simran Capital Management, recently agreed to a settlement with the SEC relating to alleged violations of the Investment Advisers Act of 1940 and the...more

Eluv Holdings (BVI) Ltd., et al. v. Dotomi, LLC, C.A. No. 6894-VCP (Del. Ch. Mar. 26, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 4/8/2013

The Court of Chancery’s memorandum opinion in Eluv Holdings (BVI) Ltd. v. Dotomi, LLC awarded a defendant company summary judgment on plaintiffs’ claim for declaratory judgment regarding their purported ownership of...more

Board Enjoined from Impeding Hostile Consent Solicitation Without First Approving Rival Director Slate under Credit Agreement...

by Michael O'Bryan, Jeffrey Silver | Morrison & Foerster LLP on 3/18/2013

The Delaware Chancery Court recently enjoined a board of directors from impeding a stockholder’s solicitation of written consents to replace the board, unless the board first approved the stockholder’s nominees for purposes...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

by Ana N. Damonte, Sarah A. Good, Cindy V. Schlaefer | Pillsbury Winthrop Shaw Pittman LLP on 2/22/2013

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

by Potter Anderson & Corroon LLP on 2/12/2013

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more

A Month in UK Employment Law - January 2013

by Peta-Anne Barrow, Daniel Ornstein, Jennifer Wheater | Proskauer Rose LLP on 1/16/2013

In This Issue: - 2013 – What's On the Horizon - Changes Confirmed - Changes Expected In 2013 But No Implementation Date ...more

SEC Annual Report: Thousands of Tips, One Award & Minimal Transparency

by Lloyd B. Chinn, Rachel Fischer, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 11/21/2012

In its Annual Report on the Dodd-Frank Whistleblower Program (Report), the SEC has revealed that it has received 3,001 tips during its 2012 fiscal year (the first year of this program), and it paid out its first award to a...more

Texas Court Rules that Regardless of Fault, CEOs and CFOs Will Have to Pay Up Under Sarbanes-Oxley Section 304

by Charles Ha, Ken Herzinger, Christine Louie | Orrick - Securities Litigation and Regulatory... on 11/21/2012

A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more

Court Grants Preliminary Injunction in Case Involving General Partnership Interests

by Katten Muchin Rosenman LLP on 10/19/2012

A California district court granted the Securities and Exchange Commission’s motion for a preliminary injunction against defendants who were selling general partnership interests in parcels of land. The court determined that...more

A New Whistleblower Retaliation Statute Grows Up: Dodd-Frank is the new Sarbanes-Oxley.

by Pullman & Comley, LLC on 10/10/2012

Reading the headline, I’m sure a few of you rolled your eyes. Dodd-Frank? Sarbanes-Oxley? Those statutes are seen as dull and tedious. But a new federal court decision in Connecticut should start to change that, and it has...more

Delaware Supreme Court Weighs In On Methodology for Attorneys’ Fees Award in Shareholder Derivative Litigation

by Morrison & Foerster LLP on 8/30/2012

On Monday, the Delaware Supreme Court affirmed a $2 billion judgment by Delaware Chancellor Strine in the Grupo Mexico/Southern Peru shareholder derivative litigation. The Supreme Court also affirmed Chancellor Strine’s...more

Second Circuit Revives Securities Fraud Class Action, Finding Economic Loss Where Stock Price Rebounds Soon After Fraud Is...

by Orrick - Securities Litigation and Regulatory... on 8/21/2012

Imagine a plaintiff who buys stock in a company that subsequently discloses a misstatement in its financial statements that existed at the time plaintiff invested. The stock price drops upon the initial disclosure, and then...more

Insider Trading California Style

by Allen Matkins Leck Gamble Mallory & Natsis... on 8/2/2012

In this recent post, Professor Stephen Bainbridge noted that the attorneys defending former hedge fund manager Doug Whitman have argued for the application of California law with respect to fiduciary duties. He cites this...more

How to Leverage SEC Whistleblower Rules: Seven Steps to Incentivizing Internal Reporting

by BuckleySandler LLP on 8/1/2012

The SEC whistleblower program, implemented under Section 922 of the Dodd-Frank Act, is primarily intended to reward individuals who act early to expose violations and who provide significant evidence that helps the SEC bring...more

SDNY Explores Officer-and-Director Bar Factors

by Brooks Pierce on 6/6/2012

In its enforcement actions, the SEC almost always seeks injunctions that prohibit the defendants from violating specific securities laws. Their value lies in the threat of contempt for violation of the order (a largely...more

SEC Seeks Repayment of Executive Compensation Based On Sarbanes-Oxley Act

by Katten Muchin Rosenman LLP on 4/18/2012

The Securities and Exchange Commission recently filed a complaint in Federal Court in Texas against Michael A. Baker, the former Chief Executive Officer of ArthroCare Corporation (ArthroCare), and Michael T. Gluk, its former...more

Ontario Court of Appeal Holds that Companies Trading Exclusively on Foreign Exchanges Can Be “Responsible Issuers” in Ontario

by Osler, Hoskin & Harcourt LLP on 4/6/2012

On March 30, 2012, the Court of Appeal for Ontario released its decision in Abdula v. Canadian Solar Inc., 2012 ONCA 211. The Court held that an issuer’s shares need not be traded on a Canadian exchange for that issuer to be...more

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Civil Remedies › Securities Law › Business Organization