News & Analysis as of

Shareholder Litigation Securities & Exchange Commission

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

by Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

UK Decision Highlights Potential Privilege Problems in Cross-Border Investigations

by Latham & Watkins LLP on

7 steps companies can take to maximize privilege protections under US and English law. Key Points: ..In a recent case, an English court stated that privilege did not apply to notes of employee interviews,...more

SEC/SRO Update: New Governance Focus—Director Compensation; The Time Is Now... Check Your Severance Agreements

by Blank Rome LLP on

The corporate governance focus has traditionally been on executive compensation, rather than on director compensation. Compensation Discussion and Analysis and executive compensation tables in proxy statements, say-on-pay...more

Keep Looking Forward: Federal Court Holds Company’s Bad Legal Predictions Protected by PSLRA’s Safe Harbor

In a comprehensive tour of the Private Securities Litigation Reform Act’s (“PSLRA”) safe-harbor provisions, on November 22, 2016, a federal court in Massachusetts dismissed a shareholder class-action lawsuit against Neovasc,...more

Blog: Are Stock Options A Counterweight To Whistleblower Bounties?

by Cooley LLP on

A new academic study, “Rank and File Employees and the Discovery of Misreporting: The Role of Stock Options,” finds that companies that flout financial reporting rules tend to grant more stock options than their peers that...more

Corporate Investigations and White Collar Defense - June 2016

Eye on the Supreme Court—Corruption and Fraud Edition - Why it matters: This session, the Supreme Court has undertaken the review of numerous cases that raise thorny issues arising in the white collar context. In our...more

2016 M&A Report

by WilmerHale on

Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more

Update from Wilson Elser’s D&O Insurance Digest

by Wilson Elser on

Litigation Developments and Mega Settlements - Dole Food, Inc. Derivative Action – Delaware Chancery Court Finds D&Os Engaged in Fraud - Dole Food, Inc. shareholders sued Dole Chairman and CEO David Murdock and Dole...more

Alphabet Soup and Data Security

In the span of two days, mobile device users learned of two data breaches that could compromise their personal data. In one, Experian (a credit reporting agency) reported that it was hacked, potentially putting 15 million...more

Study Shows Financial Restatements Are “Handbooks Of Trickery” For Copycat Peer Companies

by Cooley LLP on

No, it’s not from The Onion. According to a study reported in CFO.com, unless the restating company faces regulatory action or shareholder litigation, the company’s competitors may use its financial restatement as a how-to...more

Going-Private Transaction Results in $148 Million Fraud Charge for CEO and GC – What to Consider Going Forward

by Cohen & Grigsby, P.C on

The Delaware Court of Chancery (the "Court") recently found the CEO, David Murdock ("Murdock"), and the General Counsel, C. Michael Carter ("Carter"), of Dole Foods Company (the "Company") personally liable to investors for...more

Top Ten International Anti-Corruption Developments for August 2015

by Morrison & Foerster LLP on

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Petrobras Shareholders’ Brazilian-Law Claims Are Subject to Mandatory Arbitration Provision

The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more

Second Circuit Revives Securities Fraud Class Action Against the Manufacturer of the Keurig Coffeemaker

by Carlton Fields on

Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more

Court of Appeals Warns Against Complacency in the PSLRA’s Safe Harbor

SEC Rule 10b-5 makes it unlawful to misstate a material fact (or omit to say something if the omission would render misleading what you do say) in connection with the purchase or sale of a security. The Private Securities...more

SEC Proposes Broadened Rules on Clawback of Incentive-Based Compensation

by White & Case LLP on

Proposed Rules would require increased disclosures on companies’ recovery processes and affect the majority of issuers with listed securities. Background - On July 1, 2015, the Securities and Exchange Commission...more

Blog: Third Circuit Renders Opinion In Trinity Wall Street V. Wal-Mart (And Admonishes SEC To Issue New Guidance)

by Cooley LLP on

Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a...more

Third Circuit Issues Decision in Wal-Mart Case

The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more

Delaware General Corporation Law Amended Regarding Fee-Shifting and Forum Selection Clauses

by BakerHostetler on

On June 24, 2015, the governor of Delaware signed into law legislation that amends the Delaware General Corporation Law (Title 8 of the Delaware Code) (“DGCL”) to effectively prohibit fee-shifting bylaw provisions in the...more

Blog: Is There A Gaping Hole In The Proposed Delaware Legislation On Fee-Shifting Bylaws?

by Cooley LLP on

Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware...more

Courts Continue to Dismiss Shareholder Suits Based on FCPA Violations

by Ropes & Gray LLP on

On March 16, 2015, Judge Paul G. Gardephe of the Southern District of New York dismissed a shareholder derivative suit filed by Sylvia Pritika against the CEO and others of Avon Products Inc. ("Avon") alleging breach of...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The SEC continued Operation Shell-Expel this week, suspending trading in the shares of 128 OTC issuers bringing its total for the program to about 8% of the shares traded in that market. The Commission also announced another...more

Trinity Wall Street Responds in Appeal of Exclusion of Shareholder Proposal

Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8. Trinity...more

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