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Brokers Switching Firms: The Protocol and Recent Developments

In August 2004, Merrill Lynch, Citigroup, and UBS entered a pact not to sue one another over client relationships in their wealth management businesses. This pact was known in the industry as the Protocol for Broker...more

New York Supreme Court Denies Barclays’ Motion to Dismiss NYAG’s Martin Act Claim – Court Finds Martin Act Applies to Barclays’...

Last week, the New York Supreme Court denied Barclays’ motion to dismiss the New York Attorney General’s fraud claim against the bank, finding that the NYAG may proceed with its claim under New York’s Martin Act based on...more

Court Reins In Prosecutorial Overreach in Insider Trading Cases

In an effort to reinstate powers stripped from them by the Court of Appeals in U.S. v. Newman and Chiasson, prosecutors have sought a rehearing of the landmark Second Circuit decision which severely curtailed the scope of...more

Trends In Canadian Securities Class Actions

Filings for new Canadian securities class actions have been essentially flat over the last three years, according to a recent report by NERA Economic consulting. That trend is consistent with the one for the filing of U.S....more

Orrick's Financial Industry Week in Review

SEC Proposes Rules for Disclosure of Hedging Policies - On February 9, the SEC issued proposed rules that are intended to enhance disclosure of company hedging policies for directors and employees, as mandated by...more

SEC "Claws Back" Bonuses and Stock Sale Profits From CFOs of Public Company Charged With Accounting Fraud

On February 10, 2015, the SEC announced settlements with two former chief financial officers of Saba Software, a Silicon Valley software company, that require the CFOs to repay Saba more than $500,000 in bonuses and profits...more

The Business Court Rules Again On Claims Under The North Carolina Securities Act

Last week's decision in Atkinson v. Lackey, 2015 NCBC 13 doesn't tell you everything you wanted to know about the North Carolina Securities Act (the "NCSA"), but it comes pretty close. The lawsuit was brought by three...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

SEC Brings Another Insider Trading Case As Administrative Proceeding

There is little doubt that the SEC is bringing more cases in an administrative forum. While the agency has not acknowledge the trend, over the last several months it has filed a series of insider trading cases as...more

2014 Securities Class Actions Year in Review: Five Developments That Will Change the Landscape

The year 2014 brought further development and maturity to Canadian securities class action regimes but the case law continues to reveal discordant themes. Preliminary issues relating to jurisdiction, the leave test and...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

Shareholder’s Challenge to Smith & Wesson SLC’s Independence Misfires in the First Circuit

On February 4, 2015, the First Circuit affirmed the summary dismissal of a shareholder derivative suit, which brought Nevada state claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and...more

"Securities Litigation Developments Largely Expected to Shift From SCOTUS to District and Circuit Courts in 2015"

As observed in the 2014 edition of Insights, the Supreme Court stood poised last term to resolve a number of noteworthy issues with the potential to affect the securities litigation landscape. In Chadbourne & Parke, LLP v....more

D&O Insurance Law - 2014 Year in Review

Directors and Officers (D&O) liability and the insurance coverage issues presented by litigation arising from the same continued to be the subject of numerous judicial decisions at the state and federal level during 2014. The...more

"Delaware Court of Chancery Decision Clarifies Fiduciary Issues in Insolvent Company Context"

The Court of Chancery of Delaware recently issued a noteworthy decision clarifying fiduciary duties and confirming business judgment rule protection for board-level business strategy decisions by directors of insolvent...more

Bharara Appeals Second Circuit’s Decision Vacating Insider Trading Convictions

Preet Bharara, United States Attorney for the Southern District of New York, has petitioned the United States Court of Appeals for the Second Circuit for a rehearing en banc of last month’s landmark decision vacating multiple...more

SEC Secures Federal Judge Order Against Mayor Based on Control Person Liability

On January 28, 2015, the United States District Court for the Eastern District of Michigan entered a final judgment against Gary Burtka, the former mayor of Allen Park, Michigan, upholding the Security and Exchange Commission...more

“Frivolous” Merger Litigation Settlement Rejected by the Court

In an opinion that could help remedy the problem of baseless merger litigation, a court applying North Carolina law recently refused to approve a class action settlement because the underlying lawsuit was without merit. ...more

"Insider Trading Laws Complicate the Distribution of Research Reports in German IPOs"

Under German law, the preparation and distribution of predeal research reports — a common practice for German initial public offerings — raises certain insider trading law issues that recently have changed the manner in which...more

Tippee Liability for Insider Trading Remains Focus in Second Circuit Following Newman, Conradt

The significant impact on insider trading prosecutions following the Second Circuit’s landmark ruling in United States v. Newman, 773 F.3d 438 (2d Cir. 2014) continues. ...more

Securities Class Actions as an Adjunct to SEC Enforcement Actions

The SEC has long considered securities enforcement actions a necessary adjunct to its enforcement program. The Commission has repeatedly noted this point in briefs. The Supreme Court acknowledged the fact. ...more

This Week In Securities Litigation

The SEC settled another action this week based on admissions of fact and that the Federal securities laws were filed, this time involving Oppenheimer. The action was based on the fact that the firm permitted an off-shore and...more

The Aftermath of Newman Likely to Cause Problems for Prosecutors in Old and New Cases

In what is possibly a harbinger of how other courts will interpret the U.S. Court of Appeals for the Second Circuit’s landmark insider trading ruling in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), Judge Andrew...more

SEC Files Prime Bank Fraud and Offering Fraud Actions as Administrative Proceedings

The trend of selecting administrative proceedings rather than Federal court by the SEC appears to be continuing. Since last September, for example, the SEC has filed at least seven insider trading cases as administrative...more

Delaware Supreme Court to Chancery: You Have Broad Powers

Books-and-records litigation does not typically grab headlines. In fact, few cases litigated under Section 220 of the Delaware General Corporation Law result in written opinions authored by the Delaware Supreme Court....more

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