Securities Civil Procedure Finance & Banking

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Lack Of Coverage Under Financial Institution Bond For “Fraudulently Procured” Versus “Counterfeit” Stock Certificates Pledged As...

The Eleventh Circuit Court of Appeals recently issued an opinion in Bank of Brewton v. The Travelers Companies, Inc., 777 F.3d 1339 (11th Cir. February 9, 2015), addressing whether, under Alabama law, a duly authorized stock...more

Financial Regulatory Developments (FReD)

Headlines - Commission urges EP to accept MLD 4, ESMA consults on knowledge and competence guidelines, EU Court judges on plain and intelligible language, FCA fines Deutsche Bank £227 million for IBOR failings and misleading...more

Director Equity Grants Subject to Entire Fairness Review

In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more

Court Of Chancery Upholds Primacy Of Purchase Price Adjustment Clause

The buyer’s rights under a stock purchase agreement sometimes seem in conflict. This decision resolves such a conflict by holding that under the terms of the agreement, the purchase price adjustment process trumps the buyer’s...more

Judge Declines to Dismiss Spoofing Charges Against High Frequency Trader

On April 16, the US District Court for the Northern District of Illinois denied a motion to dismiss “spoofing” charges against Michael Coscia, a high-frequency commodities futures trader, finding that the indictment was...more

Tenth Circuit Court of Appeals Dismisses Failed Bank Shareholder Derivative Suit under FIRREA

On April 21, the United States Court of Appeals for the Tenth Circuit upheld the dismissal of a bank shareholders’ suit against a bank holding company – and its officers and directors – for breach of fiduciary duty. Barnes v....more

The New Section 6501(c)(10) Regulations

The Internal Revenue Service (IRS) and the U.S. Department of the Treasury recently finalized Treas. Reg. § 301.6501(c)-1(g), which interprets § 6501(c)(10)’s extended limitations period (and other associated rules) where a...more

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material...more

More ERISA Complications

In passing the Employee Retirement Security Act of 1974 (“ERISA”), Congress sought to make it as easy and economical as possible for employers to provide benefits to their workers; for example, pensions, health insurance,...more

Orrick's Financial Industry Week in Review

ICMA Issues Updated Legal Opinions On GMRA - On April 9, the International Capital Market Association (ICMA) published the 2015 legal opinions on the Global Master Repurchase Agreement (GMRA), the principal standard...more

A Further Harbinger on the Application of SLUSA

On March 30, 2015, the U.S. District Court for the Southern District of New York dismissed claims in a putative class action against New York-based hedge fund manager Philip A. Falcone (“Falcone”), his advisory firm Harbinger...more

Three Top Considerations After Omnicare

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U. S. ____ (2015), the Supreme Court clarified issuer liability under §11 of the Securities Act. Section 11 provides that issuers are...more

Opportunities and Risks in Municipal Underwritings and Derivatives

In the current economic climate, opportunities are expanding significantly for municipal underwriters and derivatives specialists as states and municipalities across the country clamor to pay for infrastructure and services,...more

Theratechnologies Inc. v. 121851 Canada Inc.: The Supreme Court Gives the Leave Test Teeth

For the first time, the Supreme Court of Canada has weighed in on the threshold for granting leave for plaintiffs to commence statutory causes of action for secondary market misrepresentation cases. In contrast to recent...more

Second Circuit Affirms Dismissal of Class Action Alleging That RBS Mislead Investors About RMBS Exposure

On April 15, 2015, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of a putative investor class action against the Royal Bank of Scotland (RBS). The plaintiffs had brought claims under Sections 10(b)...more

Trends in Securities Litigation Influenced by Recent Supreme Court Decisions

Securities Exchange Act Claims - Data from a National Economic Research Associates, Inc. study, Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review, demonstrates that filings alleging securities...more

Second Circuit Refuses to Rehear Groundbreaking Insider Trading Case

On April 3, the US Court of Appeals for the Second Circuit denied the request of Preet Bharara, US Attorney for the Southern District of New York, for an en banc hearing after the court issued a ruling in December that...more

Claims Made During Policy Period Barred When Arising Out of Facts Disclosed or Required to be Disclosed in Application

In Crown Capital Securities v. Endurance Amer. Specialty Ins. Co. (No. B256241, filed 4/10/15), a California appeals court affirmed summary judgment for a professional liability insurer on a finding that coverage was barred...more

Bridging the Week - April 2015 #2

IOSCO Seeks Views on Business Continuity and Recovery Planning by Trading Venues and Intermediaries; NYS Warns on Third-Party Service Providers - The International Organization of Securities Commissions issued two...more

Morgan Stanley Mortgage Capital Holdings LLC Motion to Dismiss RMBS Claims Granted in Part

On April 3, 2015, Judge Laura Swain of the U.S. District Court for the Southern District of New York granted in part and denied in part Morgan Stanley Mortgage Capital Holdings LLC’s (“MSMC”) motion to dismiss breach of...more

Corporate & Financial Weekly Digest - Volume X, Issue 14

In This Issue: - NFA Updates BASIC to Assist With Bylaw 1101 Diligence on Delegating CPOs - Second Circuit Refuses to Rehear Groundbreaking Insider Trading Case - SEC Secures Victory on Fraud Allegations...more

The Fifth Circuit Shifts the Risk of Doing Business with Fraudulent Enterprises to Trade Creditors

When a debtor pays the market cost for goods and services provided to it by third-party vendors, these payments normally cannot be recovered as fraudulent transfers in the U.S. That is because the debtor receives reasonably...more

Supreme Court Clarifies Scope of Liability Under Section 11 of the Securities Act of 1933

What you need to know: Public companies and practitioners alike have historically relied on the “bespeaks caution” doctrine, meaning that qualifying a statement as a belief was an effective disclaimer that the statement...more

Court Upholds SEC’s Insider-Trading Complaint and Questions Second Circuit’s Newman Decision

U.S. District Judge Jed Rakoff issued a decision in SEC v. Payton (S.D.N.Y. Apr. 6, 2015) denying the defendants’ motion to dismiss a civil insider-trading suit filed by the SEC. The court held that the SEC’s complaint had...more

Orrick's Financial Industry Week in Review

RMBS Claims Against Ratings Agencies Dismissed as Time-Barred - On March 27, Judge John Robert Blakely of the U.S. District Court for the Northern District of Illinois granted Standard & Poor's Financial Services, LLC's...more

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