Orrick - Securities Litigation and Regulatory Enforcement Group

Chancery Court Continues to Close the Door on Disclosure-Only Settlements and Fees (But Opens a Window for “Mootness Dismissals”)

As previously discussed here, in 2015, the Delaware Court of Chancery issued a number of decisions calling for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to a shareholder class. For…more
| Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

The SEC is focusing its enforcement and investigation efforts on preparers and auditors of financial statements, Mary Jo White tells accountants

In a recent address, SEC Chair Mary Jo White stated that the SEC had focused its reinvigorated investigation and enforcement efforts on holding preparers and auditors accountable for their work on financial statements. She…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

SEC Announces Settlement with State Street – and a Suit Against a Big Law Partner – for Pay-to-Play Scheme

On January 14, 2016, the SEC entered into two no-admit, no deny settlements regarding an alleged pay-to-play scheme to obtain contracts from the Treasury Office for the State of Ohio. The first was with State Street Bank and…more
| Commercial Law & Contracts, Elections & Politics, Government Contracting, Securities Law

New Year, New Priorities for the SEC’s Office of Compliance Inspections and Examinations

On January 11, 2016, the SEC announced its Office of Compliance Inspections and Examinations (OCIE) priorities for the year . The announcement included several new areas of focus, including liquidity controls, public pension…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Significant Developments in Corporate Governance and M&A Law in 2015

There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory…more
| Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions, Securities Law

Forum Shopping No More? Oregon Joins Delaware in Upholding Exclusive Forum Bylaw Provision

On December 10, 2015, the Oregon Supreme Court held that an exclusive forum bylaw provision adopted unilaterally by a Delaware company’s board was a valid and enforceable contractual forum selection clause.  Importantly, the…more
| Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

2015 Securities Law Developments

On balance, the securities litigation landscape in 2015 offered a glass half-full/glass half-empty perspective for issuers and their officers, directors and advisors. Omnicare, Inc. v. Laborers District Council Construction…more
| Administrative Law, Civil Procedure, Commercial Law & Contracts, International Law & Trade, Securities Law

But Everybody’s Doing It: Delaware Chancery Court Invalidates VAALCO’s “Wacky” Charter and Bylaws Provisions Despite Use by Other Companies

Ruling from the bench on dueling motions for summary judgment just days before a special meeting of shareholders was to be held, on December 21, 2015, Delaware Vice Chancellor J. Travis Laster invalidated certain provisions in…more
| Civil Procedure, Commercial Law & Contracts, Securities Law

Overstock Digital Wars: A New Market Awakens

On the eve of the much anticipated release of Star Wars: The Force Awakens, the SEC approved Overstock Inc.’s plan to issue digital shares. The online retailer plans to issue company stock via bitcoin blockchain–an enormous…more
| Commercial Law & Contracts, Science, Computers, & Technology, Securities Law

Exchanges Prevail in Flash Boys-Inspired Suits

The practice of high frequency trading has been a hot-button issue of late, thanks in part to Michael Lewis’ 2014 book Flash Boys: A Wall Street Revolt, which examines the rise of this phenomenon throughout U.S. markets. …more
| Civil Procedure, Commercial Law & Contracts, Securities Law

Merrill Lynch v. Manning: SCOTUS to Decide Scope of Federal Jurisdiction in Certain Securities Cases

On December 1, 2015, the Supreme Court heard argument in Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning. In that case, the Court will resolve the split in the Circuits as to whether Section 27 of the Securities Exchange…more
| Civil Procedure, Commercial Law & Contracts, Securities Law

Gatekeepers No More: Delaware Supreme Court Clarifies Scope of Potential Financial Advisor Liability In M&A Sales Transactions

On November 30, 2015, the Delaware Supreme Court issued a 107-page opinion affirming the Court of Chancery's post-trial decisions in In re Rural/Metro Corp. Stockholders Litigation. In the lower court, Vice Chancellor Laster…more
| Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions, Business Torts, Securities Law

SEC Enforcement Director Tells House Judiciary Committee That Investigation Agencies Should Not Need Warrants to Access to Email Data Directly from Internet Service Providers

On Tuesday, Andrew Ceresney, Director of the Securities and Exchange Commission’s Division of Enforcement, told the House Judiciary Committee that the Email Privacy Act (H.R. 699) and the Electronic Communications Privacy…more
| Commercial Law & Contracts, Communications & Media Law, Elections & Politics, Science, Computers, & Technology, Securities Law

Investment Firms and Compliance Professionals Beware: SEC Finds Risks Associated with Outsourcing Compliance Function

On Monday, November 9, 2015, the Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (“SEC”) released results from its evaluation of investment adviser firms’ use of third…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

To Hall(iburton) and Back: Will Third Time Be a Charm as Fifth Circuit Grants Another Appeal in Halliburton?

In what is now the third interlocutory appeal in the course of class certification proceedings spanning more than a decade, the case of Erica P. John Fund, Inc. v. Halliburton Co. will head back to the United States Court of…more
| Civil Procedure, Commercial Law & Contracts, Securities Law
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Contact

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

Contact: Michael Torpey, Practice Leader

  • 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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