Financial Adviser

News & Analysis as of

Before Your Han Solo Dies, Have a Business Estate Plan

In a Galaxy, Far Far Away, Han Solo ran a smuggling business with his good buddy Chewbacca in his ship, The Millennium Falcon. He would occasionally have a crew but they would always end up dying (I wouldn’t want to work for...more

The Big 401(k) Issue Many Don’t Focus On

The fixation and discussion about plan expenses usually flares up when the stock market isn’t doing well. Two major corrections within a 10-year period (2000-2010) made fee disclosure regulations inevitable.  With the way the...more

M&A Team News - January 2016

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

How to Hold a Family Meeting like the Royals

When I visited London in 2015 for the 800th Anniversary of the sealing of Magna Carta at Runnymede, I was impressed with the influence that this ancient document still holds over modern day political and legal fields. Magna...more

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

Second Circuit Refuses To Vacate FINRA Award As A Manifest Disregard Of The Law

Raymond James had initiated a FINRA arbitration because Singh, a financial advisor who was a registered representative of Raymond James, had refused to indemnify Raymond James pursuant to the terms of their agreement....more

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

So you won the powerball, now what?

Three people today won the 1.6 billion dollar powerball drawing. One ticket was bought in Melbourne Florida. If you are the winner what should you do before claiming the ticket. First, call your lawyer, financial advisor and...more

Choose Words Carefully in Dispute-Related Contract Clauses

A couple of words here or there in a contract can make a huge difference, particularly when those words relate to what happens if there is a breach or some other dispute between the parties. This is something that the parties...more

You won the lottery, now what?

With up to $1.4 Billion at stake in Wednesday’s Powerball, those who play the lottery are busy making plans for what to do with all the money they may win. If you win it, you won’t ever have to worry about money again –...more

Global Tax Enforcement in 2016: What You Need to Know

The investigation and prosecution of tax evasion has, in the past decade, grown from a specialized subcategory of law enforcement into a first-tier policy concern for the international community. Financial institutions,...more

Perks, Prizes, and Loopholes: Sen. Warren’s Report on Annuity Sales Practices

This past April, Sen. Elizabeth Warren (D-MA) opened an investigation into annuity sales practices by issuing surveys to 15 insurance companies responsible for 71 percent ($168 billion) of total 2014 industry sales. The goal...more

Former Morgan Stanley financial advisor sentenced

Just before Christmas, a New York federal judge sentenced Galen Marsh, the former Morgan Stanley financial advisor who downloaded client data to his home computer without permission, to three years of probation. He pled...more

Trust in this business takes time

Suppose someone you never met before comes up to you and asks whether they can stay at your house or someone you never heard of, all of a sudden wants to be your partner and best friend. Any business relationship and any...more

Rural/Metro: Delaware Supreme Court Affirms $76 Million Award Against Financial Advisor: Holds That Financial Advisors Are Not...

On November 30, 2015, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in In re Rural/Metro Corporation Stockholders Litigation. In the earlier decisions, the Court of Chancery found...more

Flawed Auctions and Buy-Side Conflicts: Financial Advisor Liability for Aiding and Abetting Breach of the Duty of Care in RBC...

On November 30, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision holding a financial advisor liable for almost $76 million in damages for aiding and abetting corporate directors in breaches of fiduciary...more

M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief

In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected...more

Don’t Leave Your Level of Comfort

The law firm I started a few years back is actually more than 15 years old as it was a shell where I could offer legal services on the side while I did my normal day job. It was an experiment on whether I could go out on my...more

Delaware Supreme Court Upholds Rural/Metro Decision

The Delaware Supreme Court recently affirmed the 2014 decisions of the Delaware Court of Chancery finding the lead financial advisor for Rural/Metro Corporation (“Rural”) liable to a class of Rural stockholders for aiding...more

Financial Advisor Conflicts of Interests: Rural/Metro and Other Recent Cases

In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board’s financial advisor has a conflict of interests. The board of an acquired entity generally will enjoy the...more

The Importance of Oversight: Recent Trends in Delaware Financial Advisor Liability

The Delaware Court of Chancery recently made a series of rulings that underscore the importance of oversight by directors in performing their fiduciary duty of care, particularly as it pertains to financial advisors and their...more

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

FCA warns on improper delegation of authorised activities

FCA has published a notice addressed to financial adviser firms and their advisers on the improper delegation of authorised activities. It has noticed some firms operate a business model which includes delegating regulated...more

Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware...more

The Delaware Supreme Court Upholds $76 Million Judgment Against RBC for Rural/Metro Sale

Investment bankers seeking to profit as both adviser to the seller and financier to the buyer in corporate sales processes have faced increased scrutiny by Delaware courts over the last few years. In a highly-publicized 2011...more

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