Securities Civil Procedure General Business

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
News & Analysis as of

Orrick's Financial Industry Week in Review

Amendments to Offshore Fund Rules to Reflect Finance Act 2014 AIFM Partnership Tax Changes - Regulations amending the Offshore Funds Regulations 2009 (the 2009 Regulations) to reflect the Finance Act 2014 changes to the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 29

In this issue: - SEC Approves FINRA Rule Limiting Expungement - CFTC Issues No-Action Relief from Certain Ownership and Control Reporting Requirements - CFTC Releases Rule Enforcement Review of ICE...more

SEC Approves Rule Preventing Barters for Expungement Cooperation – What You Can Do to Ensure Compliance

On July 22, the U.S. Securities and Exchange Commission (SEC) approved the Financial Industry Regulatory Authority’s (FINRA) proposed Rule 2081, which prevents firms or associated persons from conditioning settlement or...more

Editorial: Fla. Sets Strict Standard For Direct Shareholder Claims

Florida recently clarified the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company. On July 9, in Dinuro...more

Hedge Funds and Material Nonpublic Information: The Role of Deception, Duty, Breach, Personal Benefit and Knowledge in Creating...

The last thing hedge funds need is another wake up call about the risks of liability for trading on the basis of material nonpublic information. But if they did, a July 17 article in the Wall Street Journal would provide it....more

Miami Courts Drive Florida Business Law

Recent opinions in corporate governance litigation make clear that Miami courts are leading the way in developing Florida case law governing key corporate governance issues. In Dinuro Investments, LLC v. Camacho, Judge John...more

In This Case, Placement Agent Status Was Better Than Underwriter Status

As a general matter, California Corporations Code Section 25401 declares it unlawful to make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the...more

California Dividend Statutes Found To Preempt Common Law Claims

Chapter 5 of the California Corporations Code imposes specific limitations on “distributions to shareholders”, a term defined in Corporations Code section 166. Directors who approve the making of any distribution to...more

Benefits Litigation Update - Summer 2014

In this issue: - Recent Supreme Court Decisions Revise Rules for Stock Drop Cases - Hobby Lobby and the Questions Left Unanswered - Post-Amara Landscape Continues to Evolve - Supreme Court to...more

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

Corporate and Financial Weekly Digest - Volume IX, Issue 28

In this issue: - FINRA Proposes to Adopt Rules on Quotation Requirements for OTC Equity Securities - CFTC Seeks Comment on ICE Clear Europe Portfolio Margining Proposal - New York DFS Proposes First...more

This Week In Securities Litigation (Week ending July 18, 2014)

The SEC’s insider trading probe regarding the House Ways and Means Committee and a senior staff member, also involves 44 investment funds and other entities, according to a Bloomberg news report citing recently filed court...more

Editorial: 3rd DCA Clarifies Derivative Lawsuits

The Third District Court of Appeal has issued a landmark opinion setting forth Florida's law to determine the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

Supreme Court Protects Whistleblowing Employees of Mutual Fund Adviser

Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more

Tenth Circuit Affirms Denial Of Motion To Compel Arbitration Based On Unsigned Agreement

The Tenth Circuit recently affirmed a district court’s denial of a motion to compel arbitration in a securities fraud lawsuit brought by two investors in a company. The basis for the motion to compel was an arbitration...more

Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

Georgia Supreme Court Affirms Business Judgment Rule

The Georgia Supreme Court has, for the first time, affirmed the existence of the business judgment rule in Georgia common law. More specifically, however, the state Supreme Court held that the business judgment rule does not...more

The SEC, An Idea, Insider Trading And The Wyly Case

The SEC got a much needed courtroom win with a jury verdict in the Wyly case. The insider trading claim, however, was not submitted to the jury because any penalty was time barred. That claim, which was little more than the...more

Dent v. Ramtron Int’l Corp., C.A. No. 7950-VCP (Del. Ch. June 30, 2014) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery granted the defendant’s motion to dismiss the plaintiff’s claims that defendants breached their fiduciary duties in connection with the sale of the defendant-corporation to a...more

The Fate of Delaware "Fee-Shifting" Bylaws

A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more

Examples of Fee Shifting By-Laws

Some smaller companies and those in the process of going public have begun adopting fee shifting by-laws. As my colleagues at Stinson Leonard Street have advised, we urge caution for those headed in this direction until,...more

Brevan Howard v. Spanish Broad. Sys., Inc., C.A. No. 9209-VCG (Del. Ch. June 27, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Delaware Court of Chancery denied defendant’s motion to dismiss, finding that plaintiffs had standing and sufficiently pled their breach of contract claim. Defendant, Spanish...more

Ritchie v. Rupe

The Texas Supreme Court, on June 20, 2014, issued its highly anticipated opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). Ritchie involved a claim by a minority shareholder in a closely held corporation under the...more

428 Results
|
View per page
Page: of 18

Follow Securities Updates on: