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Chris Lazarini Discusses Burden of Materiality under Section 11 and 12 of Securities Act

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the class action suit brought against Party City alleging the company failed to disclose material facts in SEC documents when it did not discuss the impact the decline in...more

Withdraw a Dissolution Claim? Not So Fast

by Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Dueling Classes Dispute the Breadth of Released Claims in the Halliburton Securities Litigation

In the long-running Halliburton securities litigation, a dispute has arisen between two rival class proponents. While readers of this blog are no doubt familiar with The Erica P. John Fund, Inc. v. Halliburton Co. case and...more

Oracle’s 401(k) and what doesn’t look right

by Ary Rosenbaum on

A district court judge has ruled that Oracle will in have to defend itself regarding its 401(k) Plan. Plaintiffs allege the Oracle Corporation 401(k) Savings and Investment Plan “caused participants to pay recordkeeping...more

Fraud and Fraudulent Conveyance Claims for $686 Million Allowed To Proceed Against Hedge Fund in Long-Running Dispute over Failed...

On March 13, 2017, Justice Marcy Friedman of the New York Commercial Division denied a motion for summary judgment seeking to dismiss claims of fraud, breach of the covenant of good faith and fair dealing, and fraudulent...more

We Know What You Really Meant: Utah Court Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects...

A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more

Compliance into the Weeds-Episode 34 [Video]

by Thomas Fox on

In this episode Matt Kelly and I take a deep dive into the recent kerfuffle involving United Airlines and its policy which prevented to teenaged girls from boarding a flight wearing leggings. Was United within its rights to...more

I Was Doing The Same Thing As The Majority Shareholders – Part II

In my last post, I addressed the fact that, just because a minority shareholder has gone along with certain practices in the past, his acquiescence will not necessarily be fatal to a shareholder oppression claim. However,...more

What If I Was Doing The Same Thing I Now Want to Sue Over?

Many clients ask at the start of a business divorce lawsuit, “Is it fatal to a shareholder oppression claim if I was doing some of the same things that the majority owners are doing that I am now complaining about?” As often...more

Texas District Court Dismisses SOX Whistleblower Claim For Lack of Protected Activity

On March 21, 2017, the Northern District of Texas dismissed a former employee’s whistleblower retaliation claim on the ground that her allegations of fraud were too far removed from potentially harming the shareholders of a...more

Chris Lazarini Comments on Covenant of Good Faith and Fair Dealing

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the plaintiff claimed Merrill Lynch acted improperly in selling shares held as collateral for a loan when plaintiff had not defaulted on the loan. The...more

FCPA Compliance Report-Episode 318-Erica Byrne on Ethisphere's 2017 World's Most Ethical Companies [Video]

by Thomas Fox on

In this episode, I visit with Erica Salmon Byrne, EVP at Ethisphere on the 2017 World’s Most Ethical Companies honorees. Erica goes into how the corporate compliance programs are evaluated, what the companies disclose to...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

SEC Proposes Amendments to Rule 15c2-12 to Expand Municipal Securities Disclosures

On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (Exchange Act) that would expand the list of events triggering...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

Important Decision by Massachusetts Supreme Court May Significantly Reduce Risk of Merger Litigation

The recent decision by the Massachusetts Supreme Court in Int'l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies...more

"Another Mutual Fund Adviser Prevails at Trial in Excessive Fee Litigation"

Following a four-day bench trial, Judge Renee Marie Bumb of the U.S. District Court for the District of New Jersey ruled in favor of an adviser on claims brought under Section 36(b) of the Investment Company Act by investors...more

Chris Lazarini Discusses Heightened Pleading Standard Under Rule 9(b)

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the heightened pleading standard for claims of fraud under Rule 9(b) in an auction rate securities case....more

"Key Takeaways: Recent Investment Management Litigation and Regulatory Developments"

On February 28, 2017, Skadden hosted a webinar titled “Recent Investment Management Litigation and Regulatory Developments.” The Skadden panelists were litigation partners Eben Colby and Seth Schwartz, securities enforcement...more

A Parallel Universe: Navigating Discovery in Concurrent Civil and Criminal Proceedings

by Ward and Smith, P.A. on

As criminal law has expanded into almost every sector of the American economy, one byproduct is the rise of "parallel proceedings"—lawsuits that proceed concurrently in criminal and civil court based on largely the same...more

Directors, Officers and Other Responsible Persons Be Aware - Your Vicarious Liability for Your Company’s Violations of Securities...

by Dechert LLP on

A debtor ordinarily may discharge debts in bankruptcy, unless one of several exceptions apply. One of the preclusions to dischargeability of certain debts, found in Section 523(a)(19) of the U.S. Bankruptcy Code, generally...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

First Department Allows $45 Million Fraud Claim to Proceed Against Patriarch Partners

In Norddeutsche Landesbank Girozentrale v. Tilton, No. 651695/15, 2017 BL 55790 (App Div, 1st Dep’t Feb. 23, 2017), a divided panel of the Appellate Division, First Department, affirmed a Commercial Division order that denied...more

SEC Fines Broker-Dealer for Inadequate Information Barriers

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) on February 13, 2017, issued a cease and desist order (Order) and imposed a $100,000 civil penalty against broker-dealer Sidoti & Company, LLC (Broker-Dealer), to settle...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

by Seyfarth Shaw LLP on

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more

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