General Business Civil Remedies Securities

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.
News & Analysis as of

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Bridging the Week - August 2015 #3

Hackers and Traders Charged by SEC and Department of Justice in International Securities Fraud Scheme - The computer servers of three major newswire companies were allegedly hacked as part of an elaborate illicit...more

SEC Cannot Use Dodd-Frank Bans Retroactively

Section 925(a) of the Dodd-Frank Act expanded a remedy for certain violations of securities laws form barring association with broker-dealers to a bar that includes municipal advisors, rating organizations and other regulated...more

Issuers Apprehensive of OSC’s Proposed Whistleblower Program

The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more

SEC Settles Another Insider Trading Case Tied To Brocade Deal

The acquisition of Foundry Networks, Inc., a networking hardware company, by Brocade Communications System, Inc., a technology company specializing in data and storage networking products, announced on July 21, 2008, has...more

Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a request for specific performance requiring a party to a stock purchase agreement to submit a dispute over accounting methodology relating to the calculation of net...more

Doing The Math On Delaware Derivative Settlements

Last Friday, Delaware lawyer Francis G.X. Pileggi wrote about Vice Chancellor J. Travis Laster’s recent decision to award more than $72 million in attorneys fees in costs in connection with the settlement of a derivative...more

Delaware Chancery Awards Investors $171 Million

On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

More Class Actions Claim GAAP Violations, Less Paralleled by SEC Case

Last year the number of securities class action cases settled remained largely constant compared to the prior year, according to a report by Cornerstone Research. At the same time the number of cases alleging GAAP violations...more

Court Approves RMBS Settlement, Rejecting Institutional Investors’ Attempts to Scuttle It

On March 12, 2015, Judge Katherine B. Forrest of the United States District Court for the Southern District of New York approved a $69 million settlement between the plaintiffs and defendants in Policemen’s Annuity & Benefit...more

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

SEC Recommends "Localized" FCPA Controls For Foreign Subsidiaries

The SEC investigation found that the respondent lacked sufficient internal controls to prevent and detect approximately $230,000 in improper payments made by its China-based offices that falsely recorded the payments in books...more

Blog: In Re Numoda Corporation Shareholders Litigation: Delaware Court Addresses The New Delaware Ratification Statutes

A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which...more

Does Former Officer Have An Obligation To Turn Over Whistleblower Award?

Monday, the Securities and Exchange Commission announced “a whistleblower award payout between $475,000 and $575,000 to a former company officer who reported original, high-quality information about a securities fraud that...more

McWane, Inc. v. Lanier, C.A. No. 9488-VCP (Del. Ch. Jan. 30, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss or stay for lack of personal jurisdiction. The Court held that a mandatory forum selection clause in a merger agreement controlled over a...more

SEC Obtains $585 Million Judgment Against MRI International for Ponzi Scheme

A Nevada District Court granted the Securities and Exchange Commission’s request for a $585 million judgment against MRI International, Inc. and its former CEO, Edwin Fujinaga, consisting of disgorgement, prejudgment interest...more

SEC Seeks Chevron Deference to Unnecessary Ruling that Dodd-Frank 180-Day Enforcement Directive Doesn’t Matter

In a brief filed last week, the SEC urged the D.C. Circuit to give Chevron deference to the Commission’s unnecessary conclusion that Congress’s 180-day enforcement deadline doesn’t matter. The conclusion is consistent with...more

CFOs Agree to Sarb-Ox Clawback

Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud. While...more

Sinchareonkul v. Fahnemann, C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied the plaintiff’s motion for an expedited preliminary injunction hearing to be held prior to February 10, 2015, but found that good cause existed for an expedited two-day...more

"Fee-Shifting, Financial Advisor Liability Among Likely Delaware Law Issues for 2015"

The Delaware courts weighed in on familiar issues of importance last year, including multiforum deal litigation and the emphasis on an independent board process, while also delving into relatively new territory such as...more

Unregistered CTA Summit Energy Services: Choose Your Words Wisely

A recent case highlights the importance of periodically reviewing an energy company's marketing materials and related activities (including statements made on websites) to ensure that the company is not holding itself out --...more

4th Circuit: 4 Year Statute Of Limitations Applies To SOX Claims

The Fourth Circuit recently held that SOX whistleblower retaliation claims are subject to a four-year statute of limitations and that emotional distress damages are available in SOX actions. Jones v. SouthPeak Interactive...more

216 Results
View per page
Page: of 9

Follow General Business Updates on:

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.