Read Securities Law news, alerts, and legal commentary from leading lawyers and law firms:
Compliance Advice on SEC’s Market Access Rule from Julie Dixon of Titan Regulation
Lawyer: European M&A Could Rise Despite Risks
Bill on Bankruptcy: The Market's Unquenchable Thirst for Junk
Are Political Intelligence Practice Groups Too Risky?
Greenberger: Derivatives Legislation Would Seriously Weaken Dodd-Frank
Bill on Bankruptcy: Lehman Test Case on Judicial Nullification
S&C's Cohen: Brown-Vitter Punishes Banks For Being Big
Cohen: Cyprus Is Not A Template For Future Restructurings
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
STOCK Act Loses Much of Its Teeth, but Members of Congress Aim to Change That
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Bill on Bankruptcy: Lawyers Easily Make Simple Words Complicated
Raj Mahajan, Allston Trading CEO, Talks HFT and the Business of Prop Trading
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Konczal: Dodd-Frank Reforms Get Roughed Up in Court
Bill on Bankruptcy: ResCap Report, a Bargain at $83 Million
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Stockton May Win the Battle, Lose the War
NFA Chairman Chris Hehmeyer Talks Bankruptcy Reform
In Indiana State District Council of Laborers & Hod Carriers Pension & Welfare Fund v. Omnicare, Inc., 2013 WL 2248970 (6th Cir. May 23, 2013), the United States Court of Appeals for the Sixth Circuit held that a claim...more
This case, Australian Securities & Investment Commission (ASIC) in the matter of Northwest Resources Limited v Craigside Company Limited BVI company number 74124 named in the Schedule [2013] FCA 201 considered when it is...more
In In re MFW Shareholders Litigation, on May 29 the Delaware Court of Chancery granted summary judgment in favor of MacAndrews & Forbes Holdings Inc. in a class action suit brought by former stockholders of M&F Worldwide...more
Earlier this week, the Ninth Circuit Court of Appeals ruled in Harris v. Amgen that an ERISA pension plan fiduciary is not protected from liability under the “presumption of prudence” for company stock investments where the...more
A judge in the Federal District Court from the Southern District of Texas recently granted summary judgment to a company in a suit seeking declaratory judgment to permit the company to exclude John Chevedden's shareholder...more
In This Issue: - AUDITOR LIABILITY - CLASS ACTIONS - CONFIDENTIAL WITNESSES - DEMAND FUTILITY - DERIVATIVE LITIGATION - FEDERAL TORT CLAIMS ACT - FOREIGN CORRUPT PRACTICES ACT - INSIDER TRADING...more
Addressing an unsettled area of Delaware law, the Delaware Court of Chancery (the “Chancery Court”) revisited the appropriate standard of review for a going-private merger with a controlling stockholder....more
In this memorandum opinion, the Court of Chancery denied Defendants’ motion to dismiss after determining that demand would have been futile under the Aronson and Rales analyses and that the Plaintiff had stated a claim on...more
On May 29, 2013, In In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), the Court of Chancery decided a novel question of law, holding that the business judgment rule applies to a controlling...more
We previously discussed how important a special negotiating committee of independent directors can be when defending against stockholder challenges to change-of-control transactions – particularly for going private...more
On May 29, 2013, the Delaware Court of Chancery held in In re MFW Shareholders Litigation that a going-private merger with a controlling stockholder will be subject to the deferential business judgment rule, rather than the...more
In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire...more
I recently had occasion to review a number of motion-to-dismiss rulings, including some in which denial of the motion seemed to be an easy call. I’ve since been mulling over whether there are circumstances in which it would...more
The US District Court for the District of Delaware dismissed a class action for securities fraud against former officers and directors of a geothermal energy company, in which the plaintiffs alleged that the defendants had...more
In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more
The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more
Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more
I. Introduction - Shareholder derivative actions rarely proceed in isolation. Typically, other related actions are pending simultaneously, including a parallel securities class action arising out of the same set of...more
While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more
The Delaware Supreme Court in Pyott v. Louisiana Municipal Police Employees’ Retirement System reversed on April 4 a controversial ruling by the Chancery Court that a California federal court’s dismissal with prejudice of a...more
A recent decision of the Alberta Securities Commission addresses allegations of insider trading (and in the case of one respondent, tipping) against several senior officers of a public company and a spouse of an executive. In...more
According to a recently-published PricewaterhouseCoopers report, corporate executives are being named in an alarmingly high percentage of securities class action filings. In 2012, 94 percent of such filings explicitly named...more
On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more
Section 15 of the Securities Act of 1933 imposes liability on control persons for violations of Sections 11 and 12 of that act. Section 25504 of the California Corporations Code imposes liability on persons who control...more
On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more
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