Orrick - Securities Litigation and Regulatory Enforcement Group

Delaware Supreme Court Clarifies That Section 102(b)(7) Charter Provisions May Be Basis For Dismissal At The Pleading Stage In Controlling Stockholder Transactions

On May 14, 2015, the Delaware Supreme Court clarified that, even in conflict-of-interest transactions subject to "entire fairness" review, breach of fiduciary duty claims against independent, disinterested directors should be…more
| Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts, Securities Law

An Exercise of Business Judgment: Chancery Court Dismisses Shareholder Derivative Demand-Refused Case

Last week, Vice Chancellor Glasscock released an important decision dismissing a case under Rule 23.1 that was brought by a DuPont shareholder who alleged that the board improperly refused a demand to sue DuPont’s officers and…more
| Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts, Securities Law

FINRA Offers 11.7 Million Reasons To Maintain Adequate Supervisory Controls

As noted previously in this blog, the SEC and other regulatory agencies continue to display an increased interest in the issue of internal and supervisory controls.  The Financial Industry Regulatory Authority (“FINRA”) has…more
| Administrative Law, Commercial Law & Contracts, Finance & Banking, Securities Law

The SEC Criticizes One of Its Own

Even with the SEC’s home-court advantage in bringing enforcement actions in its administrative court rather than in federal court, the SEC will still criticize its own administrative law judges (“ALJ”) when an ALJ’s decision…more
| Administrative Law, Constitutional Law, Finance & Banking, Securities Law

The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal…more
| Business Organizations, Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions, Securities Law

Who Wants to be a Millionaire? Compliance Officer Whistles His Way to a Million Dollar Pay Day

Last week the SEC announced an award of between $1.4 to $1.6 million to a whistleblower who provided information that assisted the SEC in an enforcement action. The enforcement action against the whistleblower’s company…more
| Administrative Law, Civil Rights, Commercial Law & Contracts, Labor & Employment Law, Securities Law

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
| Business Organizations, Civil Procedure, Civil Remedies, Commercial Law & Contracts, Securities Law

Internal Investigations: Do No Harm

Internal investigations are an ever-present challenge for companies. They can involve virtually any topic and arise in myriad ways.  Embezzlement, accounting improprieties, bribery, and financial statement adjustments can all…more
| Civil Procedure, Commercial Law & Contracts, Securities Law

Remote Tippees Beware: Even if the DOJ Can’t Reach You After Newman, The SEC Can

The fall-out from the Second Circuit’s decision in U.S. v. Newman continued last week in SEC v. Payton, when Southern District of New York Judge Jed S. Rakoff denied a motion to dismiss an SEC civil enforcement action against…more
| Commercial Law & Contracts, Criminal Law, Securities Law

In re Polycom and the SEC's Continued Focus on Internal Controls

Over the past year, the SEC and other regulatory agencies have initiated an increasing number of investigations into companies based on allegations of inadequate internal controls and/or a system for reporting those controls…more
| Administrative Law, Commercial Law & Contracts, Securities Law

Is Your Confidentiality Agreement a Ticking Time Bomb? SEC’s First Action Over Dodd-Frank Whistleblower Protections Targets Company’s Internal Investigations

For the first time in the nearly five years since Dodd-Frank went into effect, the SEC last week took action against a company over concerns that the company was preventing its employees from potentially blowing the whistle on…more
| Administrative Law, Civil Rights, Commercial Law & Contracts, Labor & Employment Law, Securities Law

Wannabe Derivative Plaintiffs of Delaware Corporations Cannot Skirt Delaware Law By Filing Suit in California

It is well-established that a shareholder-plaintiff may not assert derivative claims against a corporation’s officers or directors unless he or she makes a pre-suit demand on the corporation’s board of directors and alleges…more
| Business Organizations, Civil Procedure, Commercial Law & Contracts, Securities Law

The Supreme Court’s Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant…more
| Civil Procedure, Commercial Law & Contracts, Finance & Banking, Business Torts, Securities Law

“Yeah, Well, That’s Just, Like, Your Opinion”:  Supreme Court Limits Securities Liability for Opinions in Omnicare

Echoing a famous epistemological observation from The Big Lebowski, the Supreme Court today rejected the argument, for the most part, that a statement of opinion stands on the same footing as a statement of fact.The Court held…more
| Civil Procedure, Commercial Law & Contracts, Securities Law

For Shareholder Inspection Demands, A Purpose Isn’t “Proper” When the Issue Has Already Been Decided

As we have previously discussed in prior posts, shareholder demands to inspect confidential corporate information are being made with increased frequency, and are forcing more and more companies to grapple with their legal…more
| Civil Procedure, Commercial Law & Contracts, International Law & Trade, Securities Law
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Contact

The Orrick Building 405 Howard Street
San Francisco, CA 94105-2669, United States

Contact: Michael Torpey

  • 415-773-5700
  • 415-773-5972

Areas of Practice
  • Class Action
  • Finance & Banking
  • Litigation
  • Mergers & Acquisitions
  • Securities Law
  • Taxation
Locations
Other U.S. Locations
  • California
  • D.C.
  • New York
  • Washington
Other Countries
  • China
  • France
  • Germany
  • Hong Kong
  • Italy
  • Japan
  • Russia
  • Taiwan
  • United Kingdom
Number of Attorneys

50-100 Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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