Securities General Business Health

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Orthofix Deferred Prosecution Agreement Extended for Two Months

In a recently-filed status report, the DOJ and medical device manufacturer Orthofix revealed that the company’s Deferred Prosecution Agreement (DPA) will be extended by two months. The DPA was due to expire on July 17, 2015,...more

DOJ Hires Compliance Counsel to Aid in Charging Decisions

In today’s robust enforcement climate, most companies have taken at least the first steps towards establishing a formal corporate compliance program. The mere existence of such a program, however, will not by itself protect a...more

DOJ Appoints Compliance Counsel to Provide Advice in FCPA Investigations

The U.S. Department of Justice (DOJ) is creating a new compliance counsel position in the Criminal Division’s Fraud Section to scrutinize the compliance programs of companies under investigation for possible Foreign Corrupt...more

Mead Johnson Nutrition Settles SEC FCPA Charges for $12 Million

On July 28, Mead Johnson Nutrition Co. (“Mead”), an infant formula maker, agreed to pay $12.03 million to settle civil FCPA charges with the SEC. The SEC alleged that a majority-owned subsidiary in China used discounts given...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

SEC Issues Proposed Incentive Compensation Clawback Rule

In another round of rulemaking related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC proposed a rule that would require certain executive officers to pay back incentive compensation tied to...more

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

The Efficient Market Theory—§ 10(b)’s Double-Edged Sword - The Eleventh Circuit in Sappssov Deploys Meyer in Affirming Dismissal...

On May 11, 2015, the Eleventh Circuit, relying on the “efficient market theory” as explained in Meyer v. Greene, 710 F.3d 1189, 1195 (11th Cir. 2013), affirmed the dismissal of a shareholder class action for failing to...more

[Webinar] Benchmarking Your Policy Management Program - May 21, 10:00am PT / 1:00pm ET

Join this free webinar to hear compelling survey results and answers to questions such as: What are organizations doing to address policy management today? What are E&C leaders’ top policy management...more

SEC Blows the Whistle on Confidentiality Agreements

Thanks to a recent enforcement action brought by the U.S. Securities and Exchange Commission (SEC), it may be time to review and revise the confidentiality provisions in employment agreements, severance agreements, employee...more

Software Company to Face Suit Over Contract Restructuring

The United States District Court for the Northern District of California sustained a securities fraud complaint alleging that the defendants, a software company and its executives, had defrauded investors by failing to...more

Fourth Circuit Sustains Securities Fraud Claim Against Drug Manufacturer

On March 6, the US Court of Appeals for the Fourth Circuit found that the United States District Court for the Western District of North Carolina had erred in dismissing a class action lawsuit filed under Section 10(b) of the...more

The ACA Five Years Later: A Good Investment or Risky Business? We Dare Not Opine!

The enactment of the Patient Protection and Affordable Care Act (ACA), signed into law on March 23, 2010, represents a significant legislative milestone in healthcare reform and a continuing communications challenge for...more

Omnicare: Section 11 Liability and Opinions

The Supreme Court defined the circumstances under which liability can be imposed for opinion statements under Securities Act Section 11. Specifically, the Court held that such liability could be imposed on two theories: One...more

2015 IPO Study

In this Issue: - Executive Summary - 2014 Overview - Year-Over-Year Analysis - Health Care - Technology, Media & Telecommunications - Energy & Power - Financial Services - Industrials -...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Of Broken Leases and ‘Broken Windows’

On Dec. 3, 2014, the Division of Enforcement of the U.S. Securities and Exchange Commission brought an enforcement action against two former top executives of Assisted Living Concepts LLC, a large provider of senior living...more

Employee Benefits Developments - January 2015

IRS Publishes FAQs Regarding Rollovers of After-Tax Contributions. In the December 2014 issue of Employee Benefits Developments, we reported on IRS Notice 2014-54, which allows participants to direct and allocate after-tax...more

2014 in IPOs

According to Renaissance Capital, there were 273 IPOs that raised $85 billion of gross proceeds. The number of offerings in 2014 increased by nearly 23% and the proceeds raised increased by 55% over 2013. Alibaba’s $25...more

6 Questions To Ask Before An Internal Investigation

Every company, large or small, will eventually face a problem that requires an internal investigation. Boiled to its essence, an internal investigation is really nothing more than a way to obtain information to avoid or solve...more

Blog: Cyberthieves Collect Confidential Information, Apparently To Conduct Insider Trading

Here is an unnerving warning from FireEye, a cybersecurity firm, discussed in this article from MarketWatch, regarding a sophisticated, native-English-speaking group, designated FIN4, that has targeted almost 100 public...more

This Hobby Lobby Proposal Is Much Mistaken

Suzanne Weakley, editor-in-chief of the CEB Business Law Practitioner, recently called my attention to this letter from six professors at U.C. Berkeley (Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin...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

Compliance in the C-Suite

The ongoing debate whether certain executives are “too big to jail” misses the most important trend in corporate governance – namely, that criminal conduct is rising in the C-Suite. Viewed from a broad perspective, since...more

Questioning The Caremark Standard

The Justice Department’s aggressive enforcement program has had a profound impact on corporate governance. As a consequence, the last there has been a significant change in emphasis in the C-Suite, among general counsel and...more

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