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Suit to Enjoin SEC Forum Selection Dismissed

Many have expressed concern regarding the increasing use of administrative proceedings by the SEC. Those concerns range from the fairness of the forum to the impact of its lack of discovery on complex cases to the right to a...more

Court Sets Aside SEC’s First Muni “Control-Person” Settlement

Earlier this month, the SEC used a “control-person” charge in a settled action against an elected municipal official in connection with municipal bond offering. Enforcement touted that “first” on the Monday after: “An...more

SEC Faces New Constitutional Challenge to Administrative Proceedings Based on Tenure Protection of Administrative Law Judges

In a complaint filed recently in the Southern District of New York, an activist investor and his investment advisor company have gone on the offensive against the SEC. Joseph Stillwell and Stillwell Value LLC filed a...more

Second Circuit Affirms No Extraterritorial Application For Dodd-Frank Anti-Retaliation Provision

In Liu v. Siemens A.G., No. 13-cv-4385, 2014 WL 3953672 (2d Cir. Aug. 14, 2014), the Second Circuit affirmed that the anti-retaliation provision in Section 922 of Dodd-Frank does not apply extraterritorially. This post...more

Delaware Court Denies Attorneys’ Fees for Stockholders in Appraisal Proceedings

The Delaware Court of Chancery recently held that certain stockholders who launched appraisal proceedings challenging a merger lacked standing to obtain reimbursement of attorneys’ fees from a $10.7 million settlement in a...more

Illinois Supreme Court Debates Damages Measures for Malpractice in Securities Cases

Our reports on the oral arguments from the May term of the Illinois Supreme Court continue with Goldfine v. Barack, Ferrazzano, Kirschbaum and Perlman. Goldfine poses a number of issues about legal malpractice actions arising...more

Crothall v. Zimmerman, C.A. No. 608, 2013 (Del. June 9, 2014)

In this unusual appeal, the Delaware Supreme Court reversed the Court of Chancery’s decision awarding a fee to the former counsel of a derivative plaintiff who had abandoned his claim before final judgment was entered,...more

Deadline Looms For Conflict Mineral Disclosure Requirements: Update For Suppliers Of Reporting Companies

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") addressed concerns that proceeds from the trade and exploitation of certain minerals originating in several central African...more

NAM’s Next Move In Conflict Minerals Case

Now that NAM et al’s emergency stay motion in the conflicts minerals case has been denied, the question is what happens next. Clues can be found in the briefing for the unsuccessful emergency stay motion....more

SEC Staff Guidance: Companies Must File Conflict Minerals Disclosure With Modifications

In response to the U.S. Court of Appeals for the District of Columbia Circuit’s recent opinion upholding the conflict minerals statute and rule, but finding First Amendment violations, the Director of the SEC’s Division of...more

SEC Response To NAM Motion For Stay Of Conflict Minerals Rules

I hope NAM et al are successful in their motion for a stay of the conflict minerals rules, but it certainly isn’t a slam dunk. The SEC has filed its response to the motion for emergency stay. ...more

Conflict Minerals Rule Update: NAM Files Emergency Motion for Stay with D.C. Circuit Court of Appeals

Following through on its April 30 statement, the National Association of Manufacturers, joined by the U.S. Chamber of Commerce and the Business Roundtable, filed an emergency motion for stay of the SEC’s Conflict Minerals...more

Conflict Minerals Rule Update: SEC Issues Order Confirming Guidance and Denies NAM Motion for Stay

On May 2, 2014, the SEC issued an order partially staying its Conflict Minerals Rule. Essentially, the order reiterates the SEC’s April 29, 2014, guidance that the Commission will not require companies subject to the conflict...more

NAM Likely Headed For Court After SEC Denies Full Stay Of Conflict Minerals Rules

The SEC has denied NAM’s motion for a full stay of the conflict minerals rules. As I indicated, it was somewhat of a hail Mary, but maybe a precondition to asking the court for relief. ...more

Conflict Minerals Rule Update: NAM Motion for Stay

As mentioned below, on April 29, 2014, the National Association of Manufacturers (NAM), Chamber of Commerce and Business Roundtable filed a motion for stay with the SEC. The motion requested that the SEC stay its final...more

SEC Issues Partial Stay of Conflict Minerals Rule

On Friday, the SEC issued an official order staying the effective date for compliance with the portions of the conflict mineral rules that would require issuers to make statements that the United States Court of Appeals for...more

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

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 Slaps Down Section 25400 Market Manipulation Claim Against Convicted Felon

Corporations Code Section 25400 is California’s anti-market manipulation statute. The statute copied clauses (1) through (5) of Section 9(a) of the Securities Exchange Act of 1934 and declares unlawful specified actions...more

California Supreme Court Affirms "Continuous Stock Ownership Requirement" for Plaintiffs in Derivative Shareholder Litigation

The California Supreme Court ruled today in Grosset v. Wenaas, No. S139285 (February 14, 2008), that California law includes a “continuous stock ownership requirement” for plaintiffs in derivative shareholder actions. The...more

Complaint Dismissed – Delaware Court Issues Significant Backdating Decision

Complaint Dismissed – Delaware Court Issues Significant Backdating Decision On June 7, Vice Chancellor Strine of the Delaware Chancery Court issued a significant 75-page decision in a stockholder’s derivative action...more

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