As Bret Leone-Quick discussed in a post last week, the SEC has been stepping up its scrutiny of municipal bond offerings. Indeed, in the last year the SEC has filed a number of enforcement actions against municipal bond issuers…more
As reported by the Wall Street Journal, the SEC Enforcement Staff is one year into a wide-ranging review of disclosures made by financially stressed municipal bond issuers. This review has focused on whether municipalities made…more
A recent decision by the Massachusetts Supreme Judicial Court (SJC), Selmark Associates v. Ehrlich, illustrates the complex web of fiduciary obligations owed to and by shareholder-employees in a closely held corporation under…more
Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as class…more
On Friday, March 14th, the Delaware Supreme Court held that controlling stockholder mergers should be subject to deferential business judgment review, rather than the more stringent entire fairness standard, where minority…more
The Supreme Court heard arguments yesterday in Halliburton Co. v. Erica P. John Fund, Inc. One issue presented in the case is whether the court should overrule or substantially modify the holding of Basic Inc. v. Levinson, a…more
On Monday, the U.S. Supreme Court granted certiorari in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (13-435), an appeal in which Omnicare has asked the Court to clarify the meaning of “untrue”…more
On February 26, 2014, the United States Supreme Court limited the reach of the Securities Litigation Uniform Standards Act of 1998 (SLUSA), thereby increasing the number of individuals and entities that may be surprised to find…more
On February 21-22, 2014, the U.S. Securities and Exchange Commission held its annual “SEC Speaks” conference in Washington, D.C. On the first day of the conference, Kara Brockmeyer, Chief of the Foreign Corrupt Practices Act…more
I. Introduction -
a. Legislative history of the Securities Act of 19331 (“Securities Act”) and the Securities Exchange Act of 19342 (“Exchange Act” and collectively, the “Acts”).
..i. Congress passed the Acts…more
This week a jury in the U.S. District Court for the Southern District of New York rendered a guilty verdict against the former SAC portfolio manager on two counts of securities fraud and one count of conspiracy to commit…more
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