Omissions

News & Analysis as of

SEC Files Another In A Series of Actions Tied to Secret Commissions

The Commission brought another in a series of actions centered on ConvergEx Execution Solutions LLC and its affiliates. As with the prior actions, this one centered on secretly adding substantial commissions to transactions...more

SEC Charges Adviser, Principals With Financial Fraud

A complex structure, attractive interest rates, a history of payments to investors and omissions about the opaque finances of the group of firms aided promoters in raising over $350 million from investors as the business...more

Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion

The U.S. Court of Appeals for the Second Circuit reinforced the stringency of the new standard for liability in securities cases arising from allegedly misleading statements of opinion. Construing the Supreme Court's 2015...more

Government’s Penn State Investigation Produces Lessons for In-House Counsel

The fallout at Penn State University in the wake of the Jerry Sandusky child-sexual-abuse scandal, including the victims’ suffering, Sandusky’s criminal conviction, the firing and subsequent death of legendary Coach Joe...more

Rapper rumble leads to legal rumble over use of tweet

If you have any remaining doubts that even tiny tweets can lead to major litigation, consider the “Ri-Ri’s Rumble” case. The case has everything: rappers, Rihanna, an eruption at a nightclub and the threat (or maybe...more

Integrating UDAAP Concerns into Compliance Management Systems

DWT’s Payments Team participated in the ABA Consumer Financial Services Committee’s Winter Meeting in Park City, Utah last week. Andrew Owens delivered a presentation on advertising and issuing credit online during the...more

Delaware Court of Chancery Holds Anti-Reliance Clause May Bar Fraud Claims Premised on Representations Outside of Agreement

Delaware's Chancery Court rejected a buyer's fraud claims premised on misrepresentations and omissions other than the statements the contract identified as the seller's "sole and exclusive representations" in a recent...more

Delaware Addresses Exclusive Representations, Integration and Exclusive Remedies Provisions

In Prairie Capital III, L.P. v. Double E Holding Corp. the Delaware Court of Chancery examined exclusive representations and integration clauses, omissions and exclusive remedies provisions. The opinion notes...more

Insurance Recovery Law - November 2015

Despite Prior Suits, Policyholder Entitled to Coverage for DOJ Investigation - Why it matters: A policyholder was entitled to coverage for a Department of Justice (DOJ) investigation despite already facing possibly...more

Recent MCDC Settlements Provide Guidance Concerning Scope of Materiality in Continuing Disclosure Obligations

In responding to the Securities and Exchange Commission’s recent Municipalities Continuing Disclosure Cooperation (MCDC) initiative, the unanswered question for many municipalities and broker-dealers was determining whether...more

Delaware Court of Chancery Cautions Directors: Be Vigilant in Recognizing Advisor’s Conflict of Interests

Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd. In a decision dated October 1, 2015, the Delaware Court of Chancery credited allegations that the board of directors of Zale breached its...more

Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

Ninth Circuit Holds That Google AdWords Class Can Go Forward, Despite Individualized Damages Calculations

In Pulaski & Middleman v. Google, Inc., the Ninth Circuit recently held that a class could be certified in connection with Google AdWords, even though damages would require some individualized calculations....more

Georgia Court Sheds Light on CFPB’s Power to Sue Companies that ‘Recklessly Provide Substantial Assistance’

On September 1, 2015, the Consumer Financial Protection Bureau (“CFPB”) won an important decision in which a federal court, for the first time, interpreted the meaning of “recklessly provid[ing] substantial assistance” under...more

Clinical Laboratories: Proposed Rule Implements Requirements for Reporting and Payment Based on Private Payer Rates

As required by a 2014 statute, CMS has issued proposed regulations (Proposed Rule) implementing new requirements for laboratory reporting of, and eventually basing Medicare payment on, rates for clinical laboratory services...more

Business Litigation Report - September 2015

Alleging Fraud in a Financial Crisis: The Second Circuit Articulates a Less Stringent Pleading Standard for Loss Causation: Loss causation has emerged as a central obstacle to post-financial-crisis fraud cases. The loss...more

Add-On Products Add up to $63M Settlement With FDIC

Why it matters - Credit card add-on products were the subject of a recent enforcement action brought by the Federal Deposit Insurance Corporation (FDIC) against Comenity Bank of Delaware and Comenity Capital Bank in...more

September 2015: Appellate Update

Postscript to the U.S. Supreme Court’s October 2014 Term. The Supreme Court of the United States completed its October 2014 term in June, having decided a number of matters of wide public interest. Among the most notable was...more

One Size Does Not Fit All: Written Disclosure Policies in a Time of Increased SEC Enforcement

The U.S. Securities and Exchange Commission (SEC) continues to increase its enforcement efforts in the municipal bond market by focusing on the sufficiency and timeliness of disclosure in initial municipal securities...more

Securities Claims Based on Item 303 of Regulation S-K: It Just Doesn’t Matter

In January 2015, the Second Circuit held in Stratte-McClure v. Morgan Stanley, 776 F.3d 94 (2nd Cir. 2015), that Item 303 of Regulation S-K imposes a duty to disclose for purposes of Section 10(b), meaning that the omission...more

SEC Sanctions Investment Adviser For Materially False Advertisements

The SEC recently instituted proceedings against a registered investment adviser and its founder, CEO and majority shareholder for allegedly making material misstatements and omissions regarding the amount of assets...more

Letters of the Law: 'O' is for Omission

Most contractors would not argue with the scope of their work being increased (provided they are to be paid for the increase) but they might not be so pleased if the scope is reduced and the employer seeks to pay them less....more

SEC Announces First Charges Against Underwriters under MCDC Initiative

On June 18, the U.S. Securities and Exchange Commission (SEC) announced enforcement actions against 36 municipal bond underwriters, the first enforcement actions against underwriters brought by the SEC under the...more

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

FINRA’s NAC Strengthens Sanction Guidelines Related to Fraud and Suitability

On May 12, the Financial Industry Regulatory Authority announced that the National Adjudicatory Council (NAC) revised its Sanction Guidelines to call for tougher sanctions against those who commit fraud or make unsuitable...more

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