On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more
Twenty-five years ago, in Ceres Partners, the Second Circuit held that the implied private right of action under Section 14 of the Securities and Exchange Act of 1934 (“Exchange Act”) was subject to a three-year repose...more
In Janus Capital, the Supreme Court established the “ultimate authority” test to determine who may be liable under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as a “maker” of a materially misleading...more
On April 4, 2016, the U.S. Commodity Futures Trading Commission (“CFTC”) announced the issuance of a whistleblower award of more than $10 million for original information that it said led to a major enforcement action over...more
In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015) (“Omnicare”), the Supreme Court pronounced the standard for determining whether a statement of opinion is actionable...more
Justice Antonin Scalia’s recent passing leaves the United States Supreme Court with eight active members. The timetable for the nomination and confirmation of his successor is unknown and currently the subject of a political...more
3/3/2016
/ ConAgra ,
Corporate Counsel ,
Cuozzo Speed Technologies v Lee ,
Justice Scalia ,
Merrill Lynch ,
Microsoft v Baker ,
RJR Nabisco ,
SCOTUS ,
Spokeo v Robins ,
Tyson Foods v Bouaphakeo ,
US v Newman ,
Young Lawyers
The Securities and Exchange Commission (the SEC or the Commission) filed a record 807 enforcement actions in fiscal year 2015, 52 more than it filed in 2014. It also set a record by obtaining approximately $4.2 billion in...more
On November 10, 2015, the US Court of Appeals for the Second Circuit unanimously held in a published opinion that (i) the attorney-client privilege was not waived by appellants-taxpayers who shared a group of documents,...more
On April 1, 2015, the United States Securities and Exchange Commission (“SEC” or “Commission”) filed its first enforcement action under Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”) and Exchange Act Rule...more
In its much-anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), No. 13-435 (Mar. 24, 2015), the United States Supreme Court held that an honestly-held statement...more
On January 22, 2015, the Chief Administrative Judge of the Courts of New York adopted a new rule applicable to the Commercial Division, effective April 1, 2015, that will require parties to provide increased specificity when...more
Fiscal year 2014 proved to be another eventful and record-breaking year for the Division of Enforcement (Enforcement Division) of the United States Securities and Exchange Commission (SEC or the Commission). Indeed, the...more
While not nearly as transformative and dramatic as the first half of 2013 and the early days of Chair Mary Jo White and Director of Enforcement Andrew Ceresney, the first six months of 2014 was just as busy and productive...more
In its long-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), the US Supreme Court upheld the validity of the fraud-on-the-market presumption set forth in Basic Inc. v. Levinson, 485 US 224...more
The Supreme Court of the United States has granted certiorari in Public Employees’ Retirement System of Mississippi v. IndyMac MBS, Inc., taking up an issue that affects the management of class action securities litigation....more
Marked by leadership changes, high-profile trials, and shifting priorities, 2013 was a turning point for the Enforcement Division of the Securities and Exchange Commission (the “SEC” or the “Commission”). While the results of...more
1/9/2014
/ Accounting Fraud ,
Auditors ,
Bribery ,
Broker-Dealer ,
China ,
Deferred Prosecution Agreements ,
Disclosure ,
Dodd-Frank ,
Enforcement Actions ,
FIRREA ,
Foreign Corrupt Practices Act (FCPA) ,
Injunctions ,
Insider Trading ,
Investment Adviser ,
Mary Jo White ,
Municipal Securities Issuers ,
Neither Admit Nor Deny Settlements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Statute of Limitations ,
Whistleblowers