Securities Civil Remedies

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Whistleblowing: An Employer’s Guide To Global Compliance

In This Issue: - Foreword - A Summary Across Five Continents - Law and Sanctions - The Legislative Framework: Whistleblower Protections Across the Globe - Global Differences: The Cultural...more

Orrick's Financial Industry Week in Review

EBA 2014 Annual Report - On June 15, 2015, the European Banking Authority (EBA) published its annual report for 2014. The report provides an overview of the EBA's activities and achievements in 2014, including...more

Appointing an Inspector: A Viable Alternative to Liquidation in the Cayman Islands?

A provision in the Cayman Islands Companies Law (2013 Revision) (the Law) affords the Grand Court (the Court) the power to appoint “one or more competent inspectors to examine into the affairs of any company (incorporated in...more

Second Circuit Tackles “Whistleblower” Protection Under Dodd-Frank

Last week, the Second Circuit heard oral arguments in Berman v. Neo@Ogilvy, a case that places squarely before the Court the question of who is a “whistleblower” within the meaning of the Dodd-Frank Act Wall Street Reform and...more

Shareholder Disputes: When is Just and Equitable Liquidation Appropriate?

Unfair prejudice claims are commonplace in the British Virgin Islands (BVI) following the introduction of bespoke provisions in the BVI Business Companies Act 2004 and have all but replaced old fashioned just and equitable...more

District court says appointment of SEC administrative law judge was likely unconstitutional

Recently, in Hill v. Securities Exchange Commission, the United States District Court for the Northern District of Georgia preliminarily enjoined the SEC from conducting the administrative proceeding brought against Charles...more

SEC Settles Another Insider Trading Case Tied To Brocade Deal

The acquisition of Foundry Networks, Inc., a networking hardware company, by Brocade Communications System, Inc., a technology company specializing in data and storage networking products, announced on July 21, 2008, has...more

Sixth Circuit Affirms $250K Victory to SOX Whistleblower and Provides Broad Interpretation of SOX

On May 28, 2015, the Sixth Circuit in Rhinehimer v. U.S. Bancorp Investments, Inc. affirmed a $250,000 jury verdict in favor of a former financial advisor for U.S. Bancorp Investments (“USBII”) who alleged that he had been...more

SEC, USAO File Parallel Insider Trading Charges

The SEC brought an insider trading case against a senior corporate official and a chain of tippes that starts with his brother-in-law broker who then tipped his friend, another broker. Others, not named as defendants, were...more

6th Circuit Reverses Itself, Abandons “Definitively and Specifically” Standard For SOX Whistleblower Protected Activity

On May 28, 2015, the Sixth Circuit Court of Appeals ruled that an employee who reports allegedly fraudulent conduct engages in protected activity under SOX where he or she has a reasonable belief that the activity reported is...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more

SEC Insider Trading Case Brought As Administrative Proceeding Enjoined

The SEC’s shift to administrative proceedings in recent months has spawned a series of suits against the agency challenging its forum selection authority. The suits have generally met with little success. Nevertheless,...more

Another SEC Insider Trading Case: Does it Comply With Newman?

The SEC continues to bolster its allegations regarding the relationships between tipper and tippee in insider trading cases as well as the knowledge of the tippee. Whether those allegations will be sufficient to meet the...more

This Week In Securities Litigation

This week Senator Elizabeth Warren forwarded a 13 page letter to SEC Chair White regarding her performance in office. The letter highlighted what it calls a “significant gap” between the promises of Ms. White at the time she...more

Two Cases: Mixed Success In Getting Fees Awarded In The NC Business Court

There's nothing better than winning a case or a motion in Court and to then follow that up with an award of attorneys' fees. On that subject, two rulings in the Business Court last week addressed the award of attorneys'...more

WSJ: Whistleblowers Claim That SEC Bounty Program Lacks Transparency

On May 25, 2015, the Wall Street Journal published an article reporting that tipsters have found it difficult to collect financial awards from the SEC after filing whistleblower claims....more

Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a request for specific performance requiring a party to a stock purchase agreement to submit a dispute over accounting methodology relating to the calculation of net...more

Court Of Chancery Awards Major Fee

This decision will be remembered for the very large fee it awarded to some very entrepreneurial lawyers who risked their all to win a big case. ...more

Massachusetts Challenges Regulation A+

On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of...more

Doing The Math On Delaware Derivative Settlements

Last Friday, Delaware lawyer Francis G.X. Pileggi wrote about Vice Chancellor J. Travis Laster’s recent decision to award more than $72 million in attorneys fees in costs in connection with the settlement of a derivative...more

SEC Announces $600,000 Award to Whistleblower in First-Ever Retaliation Payout

Since the U.S. Securities and Exchange Commission’s whistleblower award program was launched more than three years ago, the agency has handed out payments of more than $50 million to 17 different whistleblowers. ...more

Court Of Chancery Awards Loser Fees

After years of litigating a breach of fiduciary duty case, the plaintiff won the battle but lost the war when the Court held that the defendants had breached their duties but there were no damages....more

Interpreting The Right To Specific Performance In A Shareholder Buy-Sell Agreement

I've never thought very hard about the remedy of specific performance. That means ordering a party to a contract to perform its contractual obligations. But the ability of the Court to order specific performance was...more

Newest Whistleblower Award Reveals Possible Trend for Compliance Personnel and Company Officers

The Securities Exchange Commission (SEC) continues to reward whistleblowers through Dodd-Frank’s bounty program. On April 22, the SEC announced an award of more than one million dollars to a whistleblower who provided useful...more

Whistleblower Compliance Officer Receives $1.4 Million Award from SEC

On April 22, the U.S. Securities and Exchange Commission (SEC) announced an award of between $1.4 million and $1.6 million given to a compliance officer who alerted authorities to wrongdoing within a large company. Because of...more

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