Securities Civil Procedure

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Four Things Companies Should Know About the SEC’s 2015 Whistleblower Report

The SEC recently published data showing significant increases in tips received under its Dodd-Frank Whistleblower Program. Released on November 16, the 2015 annual report also provided important guidance to companies on the...more

Ninth Circuit Severely Limits “Rogue Employee” Exception for Corporations in Securities Fraud Cases

In an issue of first impression, the Ninth Circuit Court of Appeals recently held that a rogue corporate officer’s fraudulent intent can be imputed to a corporation even where the defrauding officer acted against the...more

Orrick's Financial Industry Week in Review

FHFA Releases 2015 Performance and Accountability Report - On November 16. 2015, the Federal Housing Finance Agency released a report that analyzes its duties as regulator of the Federal Home Loan Bank System and as...more

Deputy Attorney General Yates Expands on DOJ’s White-Collar Prosecution Policy

On November 16, the DOJ’s Deputy AG Sally Yates delivered remarks at the American Bankers Association and American Bar Association Money Laundering Enforcement Conference. Yates focused her remarks on recent revisions –...more

Inside the Courts: An Update From Skadden Securities Litigators - November 2015 / Volume 7 / Issue 4

We are pleased to present Inside the Courts (Volume 7, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Investment Management Legal + Regulatory Update - November 2015

Regulation - OCIE Cautions Advisers on Outsourcing Compliance Activities: In a Risk Alert dated November 9, 2015, the SEC’s Office of Compliance Inspections and Examinations (OCIE) said it found that outsourced...more

Deciphering the Regulators’ Statements: Fish & Richardson’s Outlook on Securities Regulation and Enforcement for Year-End 2015 and...

In a series of statements over the last several weeks, the Department of Justice and Securities and Exchange Commission have sought to clarify the government’s current securities regulation objectives and to provide an...more

Columbia Law Review Study of Fee Awards in Securities Class Actions Yields Surprising Results

The Columbia Law Review has recently published an article, Is the Price Right: An Empirical Study of Fee-Setting in Securities Class Action, 115 Colum. L. Rev. 1371 (Oct. 2015), by Professors Lynn A. Baker, Michael A. Perino,...more

OLG München entscheidet im Richtungsstreit über die Vertretung der InvKG: Die Gesellschaft wird durch ihre Organe gesetzlich...

Das Oberlandesgericht München hat in einem Urteil vom 1. Oktober 2015 (23 U 1570/15, das Urteil finden Sie unter diesem Link) entschieden, dass die extern verwaltete geschlossene Investment-Kommanditgesellschaft gesetzlich...more

Kansas Court Dismisses Dodd-Frank Whistleblower Claim for Failure to Complain of Securities Violations

On November 5, 2015, the District of Kansas dismissed a whistleblower retaliation claim under Dodd-Frank, ruling that the statute’s anti-retaliation provision only protects individuals who report securities violations.  Azim...more

D.C. Court of Appeals Denies Request for Rehearing on Conflict Minerals Rules

On November 9, 2015, the U.S. Court of Appeals for the District of Columbia Circuit denied petitions filed by the Securities and Exchange Commission (SEC) and Amnesty International requesting a full panel rehearing of its...more

A New Front in the Climate Change Debate

The climate change debate has taken a new turn with the recent revelations from New York Attorney General Eric Schneiderman’s office. A legal perspective from Skadden attorneys Noelle Reed and Wallis Hampton....more

Court Orders Plaintiffs to Pay Defendants’ $13.3 Million Appellate Costs in Lawrence E. Jaffe Pension Plan v. Household...

Recently, in Lawrence E. Jaffe Pension Plan v. Household International, Inc., the United States District Court for the Northern District of Illinois granted the defendants’ Rule 39 motion for appellate costs and ordered the...more

Delaware County Employees Retirement Fund v. Sanchez, No. 702, 2014 (Del. Oct. 2, 2015) (Strine, C.J.)

In this en banc decision, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of derivative claims for failure to plead demand futility adequately. The Court held that a director’s “deep friendship” with an...more

U.S. Supreme Court Denies S&P Investors’ Petition for Certiorari

On November 2, 2015, the United States Supreme Court denied investors’ petition for review of a Second Circuit decision affirming the dismissal of their class action against Standard & Poor’s Rating Services’ parent,...more

Goldman Sachs Settles CDO Class Action

On November 3, 2015, Goldman Sachs Group Inc. agreed to settle a lawsuit brought by a class of investors over Goldman’s sale of two collateralized debt obligations. The settlement agreement comes on the heels of a September...more

Blog: D.C. Circuit Denies SEC’s Petition For Rehearing En Banc In Conflict Minerals Case

Hot off the press: The D.C. Circuit today issued a per curiam order denying the petitions of the SEC and Amnesty International for a rehearing en banc in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. No...more

Espinoza v. Zuckerberg, No. 9745-CB (Del. Ch. Oct. 28, 2015) (Bouchard, C.)

In a decision reinforcing the importance of observing corporate formalities, Chancellor Bouchard found that a controlling stockholder cannot ratify a board’s self-dealing with something as informal as an affidavit, a...more

First Guilty Verdict for Dodd-Frank “Spoofing” Violations

Coscia, the founder of Panther Energy, LLC, allegedly created two computer algorithms that posted orders to the Chicago Mercantile Exchange and ICE Futures Europe with the goal of canceling them before they could be executed....more

Orrick's Financial Industry Week in Review

Case Update: Madden v. Midland Funding - ?On May 22, 2015, the U.S. Court of Appeals for the Second Circuit held in Madden v. Midland Funding that the federal preemption provision of the National Bank Act, 12 U.S.C. §...more

To Hall(iburton) and Back: Will Third Time Be a Charm as Fifth Circuit Grants Another Appeal in Halliburton?

In what is now the third interlocutory appeal in the course of class certification proceedings spanning more than a decade, the case of Erica P. John Fund, Inc. v. Halliburton Co. will head back to the United States Court of...more

Caspian Select Credit Master Fund Ltd. v. Gohl, C.A. No. 10244-VCN (Del. Ch. Sept. 28, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part a motion to dismiss direct and derivative claims against the company’s board and controlling stockholders for breaches of fiduciary duty...more

Prosecutors Record First-Ever Conviction for ‘Spoofing’: A New Era of Trading Enforcement

Asset managers and other traders should expect aggressive anti-spoofing enforcement and consider reviewing their trading practices in light of this most recent development. On November 3, 2015, a federal jury in...more

The Credit Default Swap Settlement – Antitrust Cases Provide Recovery Opportunities for Institutional Investors

Recently, class plaintiffs moved for the preliminary approval of a $1.865 billion settlement of the Credit Default Swap Antitrust Litigation. In this case the plaintiffs alleged that, in and around 2008 and 2009, a number of...more

Gorman v. Salamone: Updating Delaware Law on the Removal of Officers by Stockholders

The power to remove officers is usually reserved for a Delaware corporation’s board of directors. Express language in a certificate of incorporation can reserve this power for stockholders, and until recently, Delaware courts...more

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