Securities Civil Remedies

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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

SEC Whistleblower Is Second Compliance Officer to Receive Award

On April 22, 2015, the U.S. Securities and Exchange Commission (SEC) issued its second whistleblower award to an employee with internal audit or compliance responsibilities. The recipient of the award is a compliance...more

Delaware Chancery Awards Investors $171 Million

On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more

Whistleblowers to be Rewarded, Protected under OSC Proposal

Staff of the Ontario Securities Commission (OSC) has released for public comment a consultation paper on a proposed whistleblower program (Program), under which whistleblowers would be eligible for a financial reward of up to...more

SDNY Judge Deals Rejects Constitutional Challenge to SEC’s Use of Administrative Proceedings

A former executive of Standard & Poor’s (S&P) Rating Services has lost an early constitutional challenge to the SEC’s use of administrative proceedings....more

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Blog: Third Circuit Allows Wal-Mart To Exclude Trinity’s Proposal From Its 2015 Proxy Statement

No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...more

Settlement Reached in Stock-Drop Case

A class of former LandAmerica Financial Group employees agreed to a $5 million settlement of stock-drop claims arising from LandAmerica’s 2008 bankruptcy, and have submitted the agreement for court approval. LandAmerica filed...more

California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously...

Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more

SEC Gives Insider Outside Bounty for Whistleblowing

On March 2, 2015, the U.S. Securities and Exchange Commission awarded a whistleblower at least $475,000 for providing original, high-quality information that led to a successful SEC enforcement action. The whistleblower is a...more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

More Class Actions Claim GAAP Violations, Less Paralleled by SEC Case

Last year the number of securities class action cases settled remained largely constant compared to the prior year, according to a report by Cornerstone Research. At the same time the number of cases alleging GAAP violations...more

FINRA Announces $1.5 Million Sanction Against Broker-Dealer and Bars President for Fraud

On March 12, FINRA announced an order requiring a New York-based broker-dealer to pay over $1 million in restitution and $500,000 in fines for alleged fraud in sales of a private placement offering. According to the Order,...more

SEC’s Limit on Retroactivity of Dodd-Frank Whistleblower Bounty Awards Is Reasonable, Second Circuit Holds

The Second Circuit Court of Appeals recently deferred to the SEC’s determination that a tipster who provided information to the Commission before July 21, 2010, the effective date of the Dodd-Frank Act, is not eligible to...more

Grant-Taylor v Babcock & Brown – causation and proof of loss in shareholder actions

The Federal Court has weighed into the debate about causation and proof of loss in shareholder actions in its decision of Grant-Taylor v Babcock & Brown Limited (in liquidation) [2015] FCA 149 (4 March 2015). Significantly,...more

Court Of Chancery Explains Notice Required For Moot Claims

This decision explains what notice is required when a representative litigation is to be dismissed as moot and a fee paid to the plaintiff’s attorneys. Notice should be given to the class or the other stockholders in the way...more

SEC Awards $500K to Company Officer Whistleblower

On Monday, March 2, the Securities and Exchange Commission (SEC) announced that it will award between $475,000 and $575,000 to a corporate officer who reported “high quality, original information” about a securities fraud....more

Court Approves RMBS Settlement, Rejecting Institutional Investors’ Attempts to Scuttle It

On March 12, 2015, Judge Katherine B. Forrest of the United States District Court for the Southern District of New York approved a $69 million settlement between the plaintiffs and defendants in Policemen’s Annuity & Benefit...more

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