The 2013 Amendments to the Delaware General Corporation Law
Recently, the Securities and Exchange Commission brought fraud charges against Jonathan Larmore for allegedly looting $35 million from real estate funds he advised. Larmore is a real estate investor, an investment adviser,...more
The U.S. Securities and Exchange Commission (SEC) charged nine individuals with insider trading in three separate actions on July 25, 2022, alleging the misconduct resulted in ill-gotten gains totaling more than $6.8 million....more
California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
The SEC filed another insider trading action as an administrative proceeding – a continuing trend. This action may also represent another trend – it is the second which names as a Respondent a member of the finance department...more
This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings -...more
The Commission resolved its actions against the PRC based affiliates of five major accounting firms for failure to produce audit work papers. The settlement contains a series of procedures designed to facilitate production in...more
In this issue: - SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition - Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models - SEC Issues New...more
Criminal insider trading charges were filed against the former managing clerk of Simpson Thacher & Bartlett, Steven Metro. U.S. v. Metro (D. N.J. Jan. 15, 2015). Mr. Metro was indicted by a grand jury on one count of...more