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The World In U.S. Courts - Spring 2017

Cases discussed in this issue - Alien Tort Statute (ATS)/Torture Victims Protection Act (TVPA)/Political Question Doctrine/Foreign Sovereign Immunity Act (FSIA)/Act of State Doctrine - Court of Appeals Considers US...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

Federal Reserve Finds First Bank in Violation of the Volcker Rule

On April 20, 2017, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued a Consent Order to Deutsche Bank AG after finding deficiencies in the bank’s Volcker Rule compliance program, imposing a...more

Ninth Circuit Extends Omnicare to Section 10(b) Overturning Prior Falsity Standard for Opinion Statements

by Dechert LLP on

As popular targets for investor suits, officers and directors of public companies have another tool to defend against securities class actions, and specifically claims relating to the recording of goodwill. On May 5, 2017, in...more

Supreme Court to Resolve Circuit Split on Scope of 546(e)’s Safe Harbor Provision

Earlier this month, the Supreme Court announced that it will review the scope of Bankruptcy Code section 546(e)’s safe harbor provision. Section 546(e) protects from avoidance those transfers that are made “by or to (or for...more

Federal Judge Rules Out Private Cause Of Action Under California Control Person Statute

by Allen Matkins on

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law. Corporations Code Section 25403(a) provides that a person who with knowledge directly or...more

Chris Lazarini Provides Insight on Waiving Contractual Right to Arbitration

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini provided insight on factors a court should consider when determining whether a party has waived a contractual right to arbitration. The factors, which are tied to potential prejudice...more

So, ISDA Counterparties Don’t Have to Deal in Good Faith, or Do They?

by Dechert LLP on

The implied contractual duty of good faith and fair dealing is well enshrined in the common law, including in New York and every jurisdiction in the U.S. Since, by its nature, however, the duty is not susceptible of precise...more

Financial Services Weekly News - May 2017

by Goodwin on

Editor's Note - In This Issue. The Senate confirmed Jay Clayton as the new chairman of the U.S. Securities and Exchange Commission (SEC), the Federal Deposit Insurance Corporation (FDIC) released its final handbook for...more

Claims Against Investment Adviser in ERISA Fee Litigation Case Dismissed

A federal district court in North Carolina dismissed claims by BB&T Corp.’s 401(k) plan participants that Cardinal Investment Advisors, LLC, the plan’s outside investment advisor, breached its ERISA fiduciary duties by...more

California Federal District Court Expands Securities Litigation Involving Private Companies by Holding that Indirect Purchasers of...

by Ropes & Gray LLP on

On April 18, 2017, a federal district court in California allowed indirect purchasers of stock in Theranos, a privately held company, to proceed with their lawsuit asserting securities violations under California law. This...more

California Federal Court Allows Indirect Purchasers of Securities to Sue Issuers for Fraud Under California Statute

by Carlton Fields on

A federal magistrate judge in California has allowed a securities fraud suit against a late-stage private company to proceed despite the plaintiff investors holding a security interest only through intermediary,...more

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

Federal Court Denies “Fiduciary Exception” Challenge in Connection with Section 36(b) Excessive Fee Lawsuit

by Dechert LLP on

The U.S. District Court for the Northern District of Illinois denied a motion to compel production of attorney-client privileged documents on April 25, 2017, in connection with the Section 36(b) lawsuit Chill v. Calamos...more

Supreme Court Asked to Review Scope of Dodd-Frank’s Whistleblower Provision

On April 25, 2017, Digital Realty Trust Inc. asked the United States Supreme Court to decide whether an employee who files an internal complaint (as opposed to a complaint with the SEC) is covered by the Dodd-Frank Act’s...more

District Court Dismisses Allegations That Stable Value Fund is Too Conservative

A district court in Rhode Island dismissed claims by participants in the CVS Employee Stock Ownership Plan that plan fiduciaries imprudently invested plan assets in the plan’s stable value fund...more

Roadblocks to Redemption: Delaware Chancery Court Ruling Makes Preferred Stock Redemptions More Challenging

by Goodwin on

A recent decision in Delaware illustrates yet another difficulty investors face when using redemption of their stock as a liquidity strategy. In this case, a private equity fund, Oak Hill Capital Partners, and the directors...more

Updated CHOICE Act Proposes to Impose Heightened Pleading Requirement and Raise Burden of Proof for Plaintiffs in Section 36(b)...

by Dechert LLP on

The Chairman of the Financial Services Committee of the U.S. House of Representatives, Jeb Hensarling (R-TX), on April 19, 2017 released an updated discussion draft of the Financial CHOICE1 Act (Bill), and the Committee held...more

Tax Court Rules that Extensions of Variable Prepaid Forward Contracts Do Not Result in Taxable Exchanges

by Proskauer - Tax Talks on

Last week, in McKelvey v. Commissioner¸ the U.S. Tax Court held that the extension of a typical variable prepaid forward contract (“VPFC”) did not give rise to a taxable exchange to the obligor because a VPFC is solely an...more

Sixth Circuit Dismisses ERISA Stock Drop Action Against Cliffs Natural Resources

The Sixth Circuit affirmed the dismissal of ERISA stock drop claims by participants in the Cliffs Natural Resources’ 401(k) Plan. The participants alleged fiduciary breach claims based on public and non-public information...more

Financial Regulators Take Note: The Supreme Court’s Newest Member is a Tough Taskmaster

On April 10, 2017, Neil Gorsuch was sworn in as the Supreme Court’s 113th justice. While his experience on the Tenth Circuit Court of Appeals with cases involving financial regulation may be limited, certain of his decisions...more

New York Court Dismisses Royal Park’s RMBS Cases for Lack of Standing

On April 12, 2017, Judge Charles E. Ramos of the New York State Supreme Court for New York County dismissed Royal Park’s RMBS lawsuits alleging fraud and other tort causes of action against Morgan Stanley, Deutsche Bank,...more

Changing the Game, Again: Supreme Court Could Limit SEC’s Authority to Seek Disgorgement

This week, the Supreme Court heard argument regarding whether the SEC’s actions to disgorge ill-gotten gains are subject to a five-year statute of limitations for “any civil fine, penalty, or forfeiture.”...more

The Supreme Court Agrees to Decide Whether a Failure to Disclose Known Trends and Uncertainties Under Item 303 of SEC Regulation...

by Alston & Bird on

On March 27, 2017, the U.S. Supreme Court granted a petition for writ of certiorari in Leidos v. Indiana Public Retirement System, et al., No. 16-581, and agreed to review the Second Circuit’s decision that Item 303 of SEC...more

Claims Dismissed Against Successor Transfer Agent Where There Was No Showing Of A Duty Owed To The Investors

In Magna Equities II, LLC et al., v. Writ Media Group Inc., et al., No. 653808/2016, 2017 BL 115243 (N.Y. Sup. Ct March 30, 2017), Justice Peter Sherwood dismissed for lack of jurisdiction and failure to state a claim all...more

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