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Corporate and Financial Weekly Digest - Volume IX, Issue 29

In this issue: - SEC Approves FINRA Rule Limiting Expungement - CFTC Issues No-Action Relief from Certain Ownership and Control Reporting Requirements - CFTC Releases Rule Enforcement Review of ICE...more

Hedge Funds and Material Nonpublic Information: The Role of Deception, Duty, Breach, Personal Benefit and Knowledge in Creating...

The last thing hedge funds need is another wake up call about the risks of liability for trading on the basis of material nonpublic information. But if they did, a July 17 article in the Wall Street Journal would provide it....more

Georgia Supreme Court Applies the Business Judgment Rule to Bank Officers and Directors; Decision Has Implications for Corporate...

In a landmark ruling for officers and directors of Georgia’s financial institutions, the Supreme Court of Georgia held in FDIC v. Loudermilk, S14Q0454 (Ga. July 11, 2014), that officers and directors of banks are protected by...more

MN Supreme Court: Creditors May Void Fraudulent Transfers of Assets in Uncontested Divorces

On July 9, 2014, in Citizens State Bank Norwood Young America v. Gordon Brown, et al., the Minnesota Supreme Court held that Minnesota's Uniform Fraudulent Transfer Act ("MUFTA") may be applied to transfers of assets made as...more

SEC Resolves First Case Under New Municipalities Continuing Disclosure Cooperation Initiative

On July 8, 2014, the SEC announced that it had settled charges that a school district in California misled bond investors about its failure to comply with its continuing disclosure obligations under Rule 15c2-12 of the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.) – Bankruptcy Court Takes Unusual Steps to Declare Corporate...

Companies that have valuable assets but also face significant liabilities will sometimes engage in restructurings to isolate, or “ring-fence,” the good assets from the liabilities. Often the companies are able to accomplish...more

Royal Park Investments Sues RMBS Trustee Deutsche Bank Over $3.1 Billion in Alleged Losses

On June 18, Royal Park Investments filed a putative class action in the Southern District of New York against Deutsche Bank National Trust Company. This action is similar to a series of lawsuits filed by a group of...more

Ian Hannam - Much Needed Clarity On Market Abuse?

Last month the Upper Tribunal (the "Tribunal") rejected an appeal by Ian Hannam ("Hannam") against the Financial Services Authority's ("FSA") (predecessor to the Financial Conduct Authority) controversial 2012 decision that...more

New York Appellate Division Affirms Denial of Merrill Lynch’s Motion to Dismiss Repurchase Claims

On June 17, New York’s Appellate Division, First Department intermediate appellate court affirmed the denial of Merrill Lynch’s motion to dismiss a repurchase suit brought by two RMBS Trusts. The plaintiff-trusts allege that...more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

Delaware Court of Chancery Applies Entire Fairness Standard to Going-Private Transaction with a Controlling Stockholder Negotiated...

In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the...more

Fund Managers Sue Deutsche Bank for Breach of Contract and Fiduciary Duty

On June 18, financial institutions including BlackRock Inc., Pacific Investment Management Co., Prudential Financial Inc., DZ Bank AG, and Charles Schwab Co., sued Deutsche Bank National Trust Company in New York state court....more

ACER 2014 REMIT Report Confirms Continued Inquiries into Market Conduct

ACER calls for substantial funding increase to enable more aggressive monitoring and enforcement efforts in coordination with national regulators. On Tuesday 10 June 2014, the Agency for the Cooperation of Energy...more

CFPB & DOJ Consent Orders with Former GE Capital Retail Bank: Something Old and Something New

Yesterday, the CFPB announced a $225 million settlement of two major credit card enforcement matters with Synchrony Bank, formerly known as GE Capital Retail Bank. First, the “Add-On Matter” targets alleged deceptive...more

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

Ninth Circuit Uncharacteristically Takes the Lead in Limiting Plaintiffs' Rights to Recover for Breach of Fiduciary Duty under...

In 2011, the U.S. Supreme Court recognized, for the first time, that some forms of equitable relief could lead to an award of a monetary payment for breach of fiduciary duty under section 502(a)(3) of ERISA, 29 U.S.C. section...more

Lenders Across North Carolina Can Breathe Sigh of Relief - NC Supreme Court reverses decision in significant banking litigation

In a case that has implications for all banks in North Carolina, the North Carolina Supreme Court removed a cloud of uncertainty that has remained over the North Carolina banking industry for more than 18 months. The Supreme...more

The Inadvertent Fiduciary: Mass Mutual Crosses The Line

Plan fiduciaries are held to the highest performance standards and can be personally liable for breaches of fiduciary responsibility. Because of this potential liability, there should be clear and rational rules enabling...more

FCA Fines Retail Investment Management Firm for Failings Relating to Fund Management

In this report we consider the FCA’s decision to fine Invesco Asset Management Ltd and Invesco Fund Managers Ltd (together, Invesco Perpetual) £18,643,000 for failings relating to fund management and for exposing investors to...more

Two N.C. Supreme Court Rulings in the Neighborhood

Today, the North Carolina Supreme Court issued opinions and rulings on petitions. Readers of this blog will find at least one of the opinions and one of the petition rulings interesting....more

Massachusetts Sues Fannie and Freddie for Blocking Home Buybacks

Earlier this month, Massachusetts Attorney General Martha Coakley initiated an action against Fannie Mae, Freddie Mac and the Federal Housing Finance Agency for allegedly illegally impeding non-profit foreclosure buyback...more

The UDAAP Trap: How Financial Institutions can Avoid Penalties when Using Third Party Services

In Part 1, we noted that financial institutions could find themselves potentially liable for committing an alleged Unfair, Deceptive, or Abusive Act or Practice (UDAAP) as a result of the actions of certain types of external...more

Expanding Liability for Audit Committee Members

When one considers the corporate bureaucracy designed to ensure good corporate citizenship, the audit committee stands out. No committee of the board has the broad ranging purview of the audit committee, and those powers and...more

Utah Federal Court Dismisses Putative Class’s “True Lender” Claims Against Online Merchant

On May 23, the U.S. District Court for the District of Utah dismissed a putative class action filed against an ecommerce merchant for allegedly operating a financing program that violated various California laws, including...more

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