Securities Business Torts

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Investigators Continue to Scrutinize Climate Change Disclosures

Critics Claim “Intimidation” - Earlier this month, on September 14, 2016, feuding parties gathered before the House Committee on Science, Space and Technology to address the legitimacy of subpoenas sent to the New York...more

The ERISA Litigation Newsletter - September 2016

Editor's Overview - This month, we have re-published an interview of our colleague Seth Safra discussing the Department of Labor’s final regulation concerning fiduciaries and conflicts of interest. In this interview,...more

Supreme Court Will Weigh Insider Trading, Securities Act Class Action Requirements

In its 2016 fall term, the U.S. Supreme Court will have the opportunity to consider two cases involving securities laws, one of which is already on the calendar for oral argument. The cases concern the “personal benefit”...more

UK Regulator Bans Sole Trader Investment Business from the UK Financial Services Industry  

The FCA concluded that Ms. Parry’s actions amounted to a failure to act with integrity and were therefore in contravention of Statement of Principle 1 of the FCA’s Statements of Principle. Furthermore, the FCA concluded that...more

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: AXA Advisory and Administrative Fees Held Not to...

The U.S. District Court for the District of New Jersey issued its post-trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance Company—the first Section 36(b) trial decision since 2009. The Court...more

Ninth Circuit Holds that SOX 304 Clawback Applies to Executives that are Not at Fault

The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

5 Wishes for Securities Litigation Defense: Early Damages Analysis and Discovery

The fifth of my “5 Wishes for Securities Litigation Defense” (April 30, 2016 post) is to move securities class action damages expert reports and discovery ahead of fact discovery. This simple change would allow the...more

Financial Services Weekly News - August 2016 #5

Editor's Note - Investment Advisers Breathe a Sigh of Relief. On Thursday, August 25, the federal district court in New Jersey ruled after a 26-day trial in favor of AXA Equitable Insurance Company and against the...more

SEC Enforcement Against Private Equity Firms - A Focus on Disclosure, Fees, and Conflicts of Interest

The Securities and Exchange Commission announced two settled enforcement actions against private equity fund advisers last week involving certain fee practices and potential conflicts of interest. Consistent with its...more

SEC Announces Enforcement Actions Against 71 Municipal Issuers

The Securities and Exchange Commission (SEC) recently announced enforcement actions against 71 municipal issuers of bonds in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. The...more

Federal Court Issues Trial Ruling in Section 36(b) "Manager of Managers" Lawsuit

AXA Investor Fees Held Not To Constitute a Breach of Fiduciary Duty - The U.S. District Court for the District of New Jersey issued its trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance...more

SEC Announces 71 Issuer MCDC Settlements

On August 24, 2016, the SEC announced that it had entered into settlement orders with 71 municipal issuers and other obligated persons for violations of federal securities laws in municipal bond offerings. The issuers and...more

SEC Charges 71 Issuers under its Municipalities Continuing Disclosure Cooperation Initiative

On August 24, 2016, the Securities and Exchange Commission (SEC) announced enforcement actions against 71 municipal issuers and other obligated persons (collectively, the municipal issuers) under the SEC’s Municipalities...more

Court Rules in Favor of Investment Adviser after Trial in Section 36(b) Excessive Fee Case

In a case closely watched by the mutual fund industry, the federal district court in New Jersey ruled on Thursday in favor of a mutual fund’s investment adviser and against the shareholders who had brought the lawsuit under...more

Double-Check the Math: Advisers Should Not Provide Clients With Performance Data Created by Other Investment Managers Without...

In a series of enforcement actions this week, the SEC made it clear that investment advisers need to substantiate the performance records of investment management firms they recommend to their clients. In these cases,...more

Imposing Section 10(b) Liability Against Defrauded Corporation Reads Scienter Element out of Statute—An Analysis of In re...

From time to time, D&O Developments will take a closer look at an important issue decided in an appellate opinion. In this post, I analyze In re ChinaCast Education Corp. Securities Litigation, 809 F.3d 471 (9th Cir. 2015),...more

Three Immigration Lawyers Sanctioned by the SEC for Brokering EB-5 Investments

The Securities and Exchange Commission (SEC) has just published three new decisions in connection with administrative proceedings against two well known immigration lawyers, as well as against a third lawyer. One party has...more

What’s Happening in Delaware M&A – Summer 2016

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Strike Suit Struck Down

It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more

After Adopting the “Fraud-on-the-Market” Presumption of Reliance, Australia is Poised to Become a Plaintiff-Friendly Venue

The United States is a popular location for securities class actions, due in large part to its reputation as a generally plaintiff-friendly system. A key contributor to that reputation is the acceptance of the...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Trading and Markets Enforcement Report - August 2016

The last several years have seen law enforcement and regulatory bodies sharpen their focus on trading activity in the securities and derivatives markets. This focus has coincided with the advent of new and expanded reporting,...more

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

August 2016: Securities & Structured Finance Litigation Update: Relation Back in RMBS Putback Cases.

Relation Back in RMBS Putback Cases. In a recent RMBS putback case in the Southern District of New York, Quinn Emanuel won a ruling that the plaintiff trustee’s expert reports, served nearly three years after the litigation...more

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