Securities General Business Business Torts

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

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

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

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

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

SEC Resolves First Case Under New Municipalities Continuing Disclosure Cooperation Initiative

On July 8, 2014, the SEC announced that it had settled charges that a school district in California misled bond investors about its failure to comply with its continuing disclosure obligations under Rule 15c2-12 of the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

Texas Supreme Court Rejects a General Cause of Action for Minority Shareholder Oppression

The Supreme Court of the State of Texas recently issued a significant opinion relating to the remedies available to minority shareholders of Texas corporations. In Ritchie v. Rupe, No. 11-0447 (Tex. June 20, 2014), available...more

Raul v. Astoria Fin. Corp., C.A. No. 9169-VCG (Del. Ch. June 20, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery granted defendant’s motion to dismiss, finding that plaintiff was not entitled to attorneys’ fees under the corporate benefit doctrine because plaintiff had not presented a...more

Have Your Directors Met Their Revlon Duties? Delaware Court Dismisses Strike-Suit Allegations as Merely Cosmetic

In a virtual course on how to bring—or not bring—an M&A strike suit, on June 30, a Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. ...more

D&O Claims – Overview of US Securities Law

The Securities Act of 1933 (“the 1933 Act”) regulates the process by which securities are first offered and sold to the public, and has two primary objectives: (1) to ensure that investors receive full and accurate...more

Cambridge Ret. Sys. v. Bosnjak, C.A. No. 9178-CB (Del. Ch. June 26, 2014) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part the defendants’ motion to dismiss for failure to make a pre-suit demand on the board and for failure to state a claim, holding that demand...more

Royal Park Investments Sues RMBS Trustee Deutsche Bank Over $3.1 Billion in Alleged Losses

On June 18, Royal Park Investments filed a putative class action in the Southern District of New York against Deutsche Bank National Trust Company. This action is similar to a series of lawsuits filed by a group of...more

The Second Circuit And The Separation Of Powers: Limiting Judicial Scrutiny Of SEC Settlements

On June 4, 2014, a three-judge panel of the Second Circuit Court of Appeals vacated a widely publicized 2011 decision by U.S. District Judge Jed Rakoff, which rejected a settlement between the U.S. Securities and Exchange...more

In re TriQuint Semiconductor, Inc. S'holders Litig., C.A. No. 9415-VCN (Del. Ch. Jun. 13, 2014) (Noble, V.C.)

In this letter opinion denying plaintiffs’ motion to expedite, the Court of Chancery held that plaintiffs, shareholders of TriQuint Semiconductor, Inc. (“TriQuint” or the “Company”), failed to assert a colorable claim that...more

Texas Supreme Court Denies Minority Shareholder’s Oppression Claims

On June 20, the Texas Supreme Court ruled that courts are not authorized to order closely held corporations to buy out a minority shareholder’s interests under state law, and that no common-law cause of action exists for...more

Supreme Court Nixes "Presumption of Prudence" in Employer Stock Cases

On June 25, 2014, the U.S. Supreme Court unanimously rejected the "presumption of prudence" that had been applied by lower courts in cases where a retirement plan holds stock of the employer sponsoring the plan. Fifth Third...more

Seventh Circuit Reverses Summary Judgment in Case Applying ERISA’s Statute of Limitations

A Seventh Circuit panel declined to apply ERISA’s three-year statute of limitations to bar fiduciary claims in a case arising out of a buy-out transaction involving an employee stock ownership plan. The court held that the...more

ESOP Fiduciaries Lose “Presumption of Prudence”

A unanimous U.S. Supreme Court held last week that employee stock ownership plan (ESOP) investment in employer stock is not entitled to a special ERISA “presumption of prudence”. The decision provides important guidance for...more

Supreme Court Strikes Down Presumption of Prudence For Fiduciaries Investing in Employer Securities

On June 25, 2014, the Supreme Court in Fifth Third Bancorp v. Dudenhoeffer unanimously held that no special presumption of prudence applies under ERISA for investments in employer stock. The case involved a form of employee...more

Supreme Court Rules No “Presumption of Prudence” for Employer Stock Plan Fiduciaries

In a decision that could have significant implications for certain companies and their 401(k) and other plans that invest in employer stock, the Supreme Court ruled, in Fifth Third Bancorp v. Dudenhoeffer, that there is no...more

Supreme Court Rejection of Duty of Prudence Presumption—What Does it Mean for Retirement Plans?

On June 25, 2014, the Supreme Court, in a unanimous decision, ruled in Fifth Third Bancorp v. Dudenhoeffer that there is no “presumption” of prudence extended to fiduciaries of employer stock ownership plans (“ESOPs”) in...more

Increasing Risks of Fraud; Compliance Failures; A Willingness to be Unethical

Cyber security, corruption and unethical behavior pose significant risks for business enterprises, according to a new survey by EY titled “Overcoming Compliance Fatigue’. At the same time business organizations may be...more

Ravenswood Investment Co., L.P. v. Winmill & Co., C.A. No. 7048-VCN (Del. Ch. May 30, 2014) (Noble, V.C.)

In this decision in a proceeding pursuant to 8 Del. C. § 220, the Court of Chancery held that a corporation cannot condition a stockholder’s access to its nonpublic financial statements on the stockholder’s agreement not to...more

D&O Insurers Take Note: U.S. Supreme Court Modifies the “Basic” Game

Yesterday, the U.S. Supreme Court issued a unanimous¹ decision in the securities fraud case, Halliburton Co. v. Erica P. John Fund, which was highly anticipated by many who follow the federal securities laws, including D&O...more

298 Results
|
View per page
Page: of 12

Follow Securities Updates on: