Securities Law, Labor & Employment Law, Business Torts

Investment Management Legal + Regulatory Update -- May 2013

by Luke T. Bagley, Jay G. Baris, Thomas M. Devaney, Kelley A. Howes, Robert E. Putney, III, Isabelle Sajous | Morrison & Foerster LLP on 5/17/2013

In This Issue: Regulatory Updates - SEC Allows Limited Use of Social Media for Public Disclosure; Federal Reserve Board Publishes a Final Rule Specifying when Nonbank Firms are “Predominantly Engaged in...more

Second Circuit Further Curtails Duty of Prudence Claims in Saint Vincent Catholic Medical Centers v. Morgan Stanley

by Jennifer Clark, Angelo Savino | Cozen O'Connor on 5/8/2013

In a line of recent cases, the 2nd Circuit has limited ERISA plaintiffs’ claims for breach of the duty of prudence by holding that investments of benefit plan funds in employer securities pursuant to plans calling for such...more

C.D. Cal. Greenlights SOX Claim, Analyzing Whether Scienter Must Be Shown Where Violation Of Internal Controls Is Alleged

by Noa Baddish, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 5/7/2013

On April 24, 2013, the U.S. District Court for the Central District of California issued its final ruling that a SOX whistleblower complaint survived a Rule 12(b)(6) challenge. Zulfer v. Playboy Enterprises, Inc., No....more

SEC Dings Investment Adviser for Custody Violations, Failure to Supervise

by David Smyth, Elizabeth Spainhour | Brooks Pierce on 5/3/2013

Readers of this space – and SEC observers generally – will recall a March 4 risk alert designed to warn investors about the ways U.S. investment advisers had recently been found to have violated the SEC’s asset custody rule....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

by Michael R. Bergmann, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 4/26/2013

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Whistleblowers Protected Even If Employers Don't Violate Securities Laws, 3rd Circuit Says

by Marta Moakley | XpertHR - Partnered with LexisNexis on 4/23/2013

An employer need not actually violate the Sarbanes-Oxley Act (SOX) for its employees to receive SOX whistleblower protections, the 3rd Circuit Court of Appeals has ruled. Wiest v. Lynch, +2013 U.S. App. LEXIS 5345 (3d Cir....more

Court Dismisses Another Say-On-Pay Disclosure Case

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/9/2013

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

SOX Whistleblower Protection Expanded by a Federal Appeals Court

by Katherine H. Marques, Michael Starr | Holland & Knight LLP on 4/8/2013

A federal appeals court recently made it substantially easier for plaintiffs to assert claims that they were fired for "whistleblowing" activity protected by the Sarbanes-Oxley Act ("SOX"). In Wiest v. Lynch, 2013 WL 1111784...more

Ninth Circuit Decides Selection Of Retail Mutual Funds Was A Breach Of Fiduciary Duty

by Jeffrey P. Cairns | Leonard, Street and Deinard - Employee... on 4/2/2013

On March 21, 2013 the Ninth Circuit Court of Appeals issued its opinion in Tibble v. Edison International, in which the Court ruled that the plan fiduciaries of the Edison 401(k) Savings Plan (the “Plan”) had breached their...more

U.S. Supreme Court Invites Solicitor General’s Views on Whether to Grant Review of Case Addressing Two Key Issues in ERISA...

by Paul Flum, Raymond Hasu | Morrison & Foerster LLP on 4/1/2013

On March 25, 2013, the U.S. Supreme Court invited the U.S. Solicitor General to express its views on whether the Court should grant a certiorari petition in Dudenhoeffer v. Fifth Third Bancorp, et al., No. 12-751. Although...more

Ninth Circuit Rules on Breach of Fiduciary Duty Claim in Investment Options Case

by Anthony Cacace | Proskauer - ERISA Practice Center on 3/29/2013

In Tibble v. Edison Int’l, 10-cv-56406, 2013 WL 1174167 (9th Cir. Mar. 21, 2013), the Ninth Circuit Court of Appeals ruled that 401(k) plan fiduciaries breached their duty of prudence in selecting investment options for the...more

Third Circuit: Securities Fraud Liability May Be Imputed To Employer Whose Employee Ran Ponzi Scheme On The Side

by M. Duncan Grant, William Liess | Pepper Hamilton LLP on 3/12/2013

On February 22, 2013, in the precedential opinion in Belmont v. MB Inv. Partners, Inc., a unanimous panel of the U.S. Court of Appeals for the Third Circuit (Judges Anthony J. Scirica, D. Michael Fisher and Kent A. Jordan)...more

The SEC Speaks: Reflections and Enforcement Initiatives in 2013

by Randall Fons, Brian Hoffman, Tiffany Rowe | Morrison & Foerster LLP on 3/6/2013

Each year at The SEC Speaks, the Commissioners and senior leadership of the Securities and Exchange Commission identify the agency’s priorities and initiatives for the coming year. Of course, one of the most anticipated...more

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

by Michael R. Bergmann, Emily Cabrera, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 1/17/2013

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

SEC Annual Report on the Dodd-Frank Whistleblower Program

by JD Supra Law News on 11/1/2012

Annual report prepared by the Securities and Exchange Commission's Office of the Whistleblower, detailing efforts to implement the Dodd-Frank mandated whistleblower incentives and protection program over the past twelve...more

Why Does CalPERS Need Insider Trading Rules?

by Allen Matkins Leck Gamble Mallory & Natsis... on 10/19/2012

Last Spring, I wrote that the California Public Employees Retirement System was considering adoption of regulations governing personal trading by members of its Board of Administration and employees. These regulations are...more

October 2012: White Collar Litigation Update

by Quinn Emanuel Urquhart & Sullivan, LLP on 10/18/2012

In This Issue: - "Second Circuit Clarifies “Substantial Assistance” Standard for Aiding and Abetting Liability in SEC Enforcement Actions" - "NLRB Prohibits Employers from Requesting that Employees Keep Silent...more

Insider Trading: What Happens When the Victim Says That There Was No Crime?

by Morvillo Abramowitz Grand Iason & Anello P.C.... on 10/3/2012

Under the “misappropriation theory” of insider trading, a person violates the securities laws by breaching a fiduciary duty to keep information confidential. But what happens when the entity to whom the fiduciary duty was...more

Citigroup Settles RMBS Class Action Lawsuit for Nearly $25 Million

by Orrick - Structured Finance Group on 9/7/2012

On August 27, lead plaintiffs City of Ann Arbor Employees’ Retirement System and Greater Kansas City Laborers Pension Fund submitted an unopposed motion seeking preliminary approval of a settlement of claims against certain...more

US$693 Million RMBS Case Against Goldman Sachs Settled for US$26.6 Million

by Orrick - Structured Finance Group on 8/6/2012

On July 31, the Public Employees’ Retirement System of Mississippi moved for approval of a US$26.6 million settlement of an RMBS class action pending before Judge Baer of the Southern District of New York. Plaintiffs asserted...more

RMBS Cases Against UBS Dismissed as Time-Barred

by Orrick - Structured Finance Group on 8/6/2012

On July 31, Judge Cecchi of the District of New Jersey dismissed with prejudice as time-barred claims filed by the Pension Trust Fund for Operating Engineers alleging misstatements and omissions in the offering documents for...more

Corporate and Financial Weekly Digest -- August 3, 2012

by Katten Muchin Rosenman LLP on 8/6/2012

In this issue: - FINRA and ISG Postpone Effective Dates for Enhanced Electronic Blue Sheet Submission - ICE Announces Plans to Transition Swaps to Futures Contracts - CFTC Roundtable to Discuss Customer...more

Internal Investigations: What Should You Tell Witnesses About Government Contacts?

by Michael Volkov on 8/3/2012

One tricky issue at the beginning of every internal investigation is determining whether the government is investigating the same issue. If the government is conducting its own investigation, tricky issues can come up...more

ESOP Legal News - June 2012 • Volume 1, Number 3

by Dickinson Wright on 6/12/2012

INSIDE THIS ISSUE: -District court upholds prudence claim, dismisses communications and monitoring claims brought by participants in Community National Bank Corporation Employee Stock Ownership Plan; -Eleventh...more

Statements of Defence Required In Advance of Certification in Sino-Forest Class Proceeding

by Osler, Hoskin & Harcourt LLP on 4/4/2012

In the recent Trustees of the Labourers’ Pension Fund et al. v. Sino-Forest decision – released March 26, 2012 – Justice Perell affirmed his earlier reasoning in Pennyfeather v. Timminco 1 by requiring the delivery of...more

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