Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani -
Key Points -
- Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more
6/1/2023
/ Acquisitions ,
Appeals ,
Biopharmaceutical ,
Class Action ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Cryptocurrency ,
Dismissals ,
Healthcare ,
Initial Public Offering (IPO) ,
Insurance Claims ,
Life Sciences ,
Mergers ,
Misleading Statements ,
Non-Fungible Tokens (NFTs) ,
NYSE ,
Oral Argument ,
Pharmaceutical Industry ,
Popular ,
SCOTUS ,
Section 11 ,
Section 12 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Slack Technologies Inc v Pirani ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Exchange
On April 25, 2023, in In re Mizuho Capital Markets LLC, CFTC No. 23-24, the Commodity Futures Trading Commission (CFTC) issued an enforcement settlement order suggesting potentially heightened disclosure requirements for swap...more
DOJ Increases Resources To Investigate and Prosecute Sanctions Evasion and Export Control Violations -
On March 2, 2023, during a keynote speech at the American Bar Association’s annual White Collar Crime National...more
3/17/2023
/ Anti-Corruption ,
Bureau of Industry and Security (BIS) ,
Compliance ,
Corporate Entities ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Economic Sanctions ,
EU ,
Export Controls ,
Exports ,
Financial Institutions ,
Foreign Corrupt Practices Act (FCPA) ,
International Trade ,
Office of Foreign Assets Control (OFAC) ,
Russia ,
Self-Disclosure Requirements ,
U.S. Commerce Department ,
U.S. Treasury ,
UK ,
Voluntary Disclosure
Circuits Split Over Whether Targeting Is Necessary for Seller Liability -
Key Points -
- While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
3/16/2023
/ Acquisitions ,
Bitcoin ,
Business Model ,
Cannabis Products ,
Class Action ,
Cryptocurrency ,
Cybersecurity ,
Department of Labor (DOL) ,
Disclosure ,
Dismissals ,
Entertainment Industry ,
Failure To Disclose ,
FinTech ,
Gambling ,
Healthcare ,
Investigations ,
Investors ,
Life Sciences ,
Media ,
Mergers ,
Online Platforms ,
Popular ,
Section 12 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers ,
Social Media ,
Special Purpose Acquisition Companies (SPACs) ,
Telecommunications ,
Unregistered Securities ,
Whistleblower Protection Policies ,
Whistleblowers
In early March 2023, the Department of Justice (DOJ) released several important updates to its policies related to corporate crime enforcement and compliance programs. We discuss below the following key topics:
(i) The DOJ...more
3/13/2023
/ Corporate Crimes ,
Corporate Entities ,
Corporate Financing ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Employees ,
Executive Compensation ,
Financial Institutions ,
Instant Messaging Apps ,
Mobile Devices ,
Pilot Programs ,
White Collar Crimes
On February 22, 2023, the Department of Justice (DOJ) adopted a new policy that establishes a national standard for voluntary self-disclosure credit in corporate criminal enforcement actions brought by U.S. Attorneys’ Offices...more
On February 7, 2023, Ishan Wahi (Ishan), a former Coinbase product manager, pled guilty to wire fraud charges in an indictment in the U.S. District Court for the Southern District of New York (SDNY)....more
On January 17, 2023, the U.S. Department of Justice (DOJ) announced revisions to the Criminal Division’s Corporate Enforcement Policy. The revisions follow Deputy Attorney General (DAG) Lisa Monaco’s September 2022...more
1/24/2023
/ Anti-Corruption ,
Anti-Money Laundering ,
Commodities ,
Corporate Governance ,
Corporate Misconduct ,
Cross-Border ,
Department of Justice (DOJ) ,
Economic Sanctions ,
Enforcement Actions ,
False Claims Act (FCA) ,
Investigations ,
Securities and Exchange Commission (SEC) ,
Self-Reporting ,
White Collar Crimes
On December 13, 2022, Danske Bank A/S, headquartered in Denmark, pled guilty to one count of conspiracy to commit bank fraud (18 U.S.C. § 1349) and agreed to forfeit approximately $2.06 billion to resolve an investigation by...more
12/21/2022
/ Anti-Money Laundering ,
Bank Fraud ,
Banking Sector ,
Compliance ,
Danske Bank ,
Department of Justice (DOJ) ,
Financial Crimes ,
Financial Institutions ,
Financial Services Industry ,
Money Laundering ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Settlement
Cornerstone Research reports that during the first six months of 2022, plaintiffs filed 110 securities class actions, a pace that is generally in line — 2.8% higher — with what we saw in the second half of 2021. Looking...more
12/5/2022
/ Class Action ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Sales Transactions ,
Cybersecurity ,
Enforcement Actions ,
FinTech ,
Futures ,
Healthcare ,
Initial Public Offering (IPO) ,
Life Sciences ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Stock Options
In a recently published memorandum, Deputy Attorney General (DAG) Lisa Monaco announced important updates to the U.S. Department of Justice’s (DOJ’s) approach to investigating and prosecuting corporate crimes. In the...more
Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more
9/12/2022
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Fiduciary Duty ,
Materiality ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more
5/24/2022
/ Acquisitions ,
Coronavirus/COVID-19 ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation
Remarks made by U.S. Department of Justice (DOJ) officials at the March 2022 American Bar Association’s (ABA’s) National Institute on White Collar Crime (the White Collar Conference) reflect the DOJ’s prioritizing white...more
Class Certification -
Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs -
Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -...more
3/2/2022
/ Class Action ,
Class Certification ,
Delaware General Corporation Law ,
Derivative Suit ,
Enforcement Actions ,
Forum Selection ,
Loss Causation ,
Pleading Standards ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Standing
This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more
Takeaways -
The DOJ will take a more proactive approach to FCPA investigations.
Companies seeking cooperation credit must disclose information about all culpable individuals, not just those “substantially involved” in...more
On December 15, 2021, the Securities and Exchange Commission (SEC) re-proposed for comment Rule 9j-1 (Rule), an antifraud provision for security-based swaps (SBS) initially proposed in 2010. In the same release, the SEC also...more
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021.
Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
12/3/2021
/ Appraisal Rights ,
Arkansas Teacher Retirement System v Goldman Sachs Group ,
Board of Directors ,
Caremark claim ,
Cryptocurrency ,
DE Supreme Court ,
Delaware General Corporation Law ,
Demand Futility ,
Derivative Suit ,
Federal Rule 12(b)(6) ,
FRCP 23(b) ,
FRCP 9(b) ,
Initial Coin Offering (ICOs) ,
PSLRA ,
RICO ,
Rule 10b-5 ,
Securities Exchange Act ,
Shareholder Litigation ,
Sherman Act ,
Statute of Limitations ,
Statute of Repose
This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more
10/22/2021
/ Breach of Duty ,
Corporate Counsel ,
Derivative Suit ,
Enforcement Actions ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Loss Causation ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose
On October 8, 2021, the Financial Industry Regulatory Authority (FINRA) issued a Regulatory Notice urging its member firms (i.e., broker-dealers) to consider how they will incorporate the U.S. Treasury Department’s...more
Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch....more
6/9/2021
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Fiduciary Duty ,
Pleading Standards ,
PSLRA ,
Putative Class Actions ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SLUSA
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021.
Derivative Litigation -
Second Circuit Reverses Summary Judgment...more
3/8/2021
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Fiduciary Duty ,
Loss Causation ,
Mergers ,
Pleading Standards ,
Ponzi Scheme ,
Proxy Statements ,
PSLRA ,
Shareholder Litigation
Forecasting the enforcement priorities of the Department of Justice (DOJ) under a new administration is difficult at best. However, the Biden administration is widely expected to be tougher on corporate crime than its...more
1/27/2021
/ Anti-Bribery ,
CFTC ,
Corporate Governance ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Enforcement Priorities ,
Financial Institutions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Investigations ,
Regulatory Authority ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020.
Class Certification
- Cryptocurrency – Definition of a Security
- Derivative...more
12/11/2020
/ Breach of Duty ,
Class Action ,
Class Certification ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivative Suit ,
EBITDA ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Whistleblowers