The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
6/20/2024
/ Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Entire Fairness Standard ,
Fiduciary Duty ,
Investment ,
Manufacturers ,
Merger Agreements ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Prices
The Second Circuit recently revived a securities class action against the crypto exchange Binance Holdings Ltd., holding that plaintiffs plausibly alleged their transactions on the exchange were "domestic," as required by the...more
In Short -
SPAC Deals: Special purpose acquisition companies ("SPACs") boomed in 2020 as a means of taking early-stage private companies public. Following enhanced scrutiny from the Securities and Exchange Commission and...more
The use of SPACs to take companies public increased dramatically in recent years, but many of these new companies performed poorly after entering the public capital markets. This poor performance, often accompanied by...more
The U.S. Supreme Court has held that 28 U.S.C. § 1782 authorizes discovery to assist only governmental or intergovernmental adjudicative bodies, and not private adjudicative bodies like the international commercial and ad hoc...more
6/15/2022
/ 28 U.S.C. § 1782 ,
AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States ,
Arbitration ,
Business Disputes ,
Business Litigation ,
Commercial Arbitration ,
Discovery ,
Foreign Jurisdictions ,
Foreign Tribunals ,
International Arbitration ,
International Litigation ,
Popular ,
SCOTUS ,
UNCITRAL ,
ZF Automotive US Inc v Luxshare Ltd
In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more
The SEC's Enforcement Action Against Ripple -
In December 2020, the SEC commenced an enforcement action against Ripple and two of its senior executives alleging that the defendants violated Section 5 of the Securities Act...more
4/1/2022
/ Aiding and Abetting ,
Digital Assets ,
Enforcement Actions ,
Extraterritoriality Rules ,
Fair-Notice Standard ,
Financial Markets ,
Investment ,
Ripple ,
Section 5 ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
The SEC's Enforcement Action Against Ripple -
In December 2020, the SEC commenced an enforcement action against Ripple and two of its senior executives alleging that the defendants violated Section 5 of the Securities Act of...more
3/23/2022
/ Aiding and Abetting ,
Digital Assets ,
Enforcement Actions ,
Fair-Notice Standard ,
Financial Services Industry ,
Investment ,
Motion to Dismiss ,
Motion To Strike ,
Popular ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more
The Underlying Dispute The dispute giving rise to the Second Circuit's decision began with a trademark infringement suit filed by Nike in 2013 against several hundred Chinese retailers for selling counterfeit Nike products on...more
9/20/2021
/ Asset Freeze ,
China ,
Contempt ,
Counterfeit Goods Regulation ,
Default Judgment ,
Extraterritoriality Rules ,
Financial Transactions ,
Foreign Banks ,
Nike ,
Restraining Orders ,
Retail Market ,
Sanctions ,
Separate Entity Rule ,
Trademark Infringement
The Securities and Exchange Commission ("SEC") charges a special purpose acquisition company ("SPAC"), its CEO, and sponsor, as well as the merger acquisition target, with securities law violations, resulting in significant...more
Two circuit courts have now rejected the Second Circuit's "predominantly foreign" exception to Morrison's "domestic transactions" test, which raises the prospect of inconsistent decisions and increases the likelihood of...more
More than a year ago the world fell victim to a global pandemic that would change life in ways that could never have been predicted. In the early stages of the pandemic, we published a White Paper directed at financial...more
The Second Circuit reemphasized that conclusory allegations that a transaction took place in the United States will not pass muster under Morrison.
On March 4, 2021, the Second Circuit issued a Summary Order affirming...more
The Situation: In 2010, in Morrison v. National Australia Bank Ltd., the Supreme Court held that Section 10(b) of the Securities Exchange Act of 1934 applies to (i) "transactions in securities listed on domestic exchanges";...more
Interpreting a key statutory provision for cross-border discovery, on July 8, 2020, the Second Circuit held that parties to a private international arbitration cannot obtain discovery in the United States in aid of that...more
The Commodity Futures Trading Commission ("CFTC") issues new civil monetary penalties guidance, and the U.S. Department of Justice ("DOJ") expands fraud division with new commodities fraud unit.
On May 20, 2020, the CFTC...more
The Situation: Since the Supreme Court decided Morrison v. National Australia Bank Ltd. ("Morrison") in 2010 and rejected the Second Circuit's "conduct and effects test," the Second Circuit has grappled with the issue of...more
10/9/2019
/ CFTC ,
Commodities Traders ,
Cross-Border Transactions ,
Derivatives ,
Dodd-Frank ,
Domestic Securities Transaction ,
Domestic Transactions ,
Extraterritoriality Rules ,
Fraudulent Transfers ,
Regulatory Requirements ,
Rule 10(b) ,
Securities ,
Securities Exchange Act ,
Securities Traders
The Advisory is part of the agency's broader commitment to provide "incentives for companies and individuals to engage in ethical corporate behavior."
On March 6, 2019, the U.S. Commodity Futures Trading Commission...more
Under the "discovery accrual rule" discovery of the injury starts the clock for statute of limitations purposes.
On February 28, 2019, the Second Circuit issued an important decision regarding the statute of limitations...more
The Situation: The U.S. Court of Appeals for the Tenth Circuit recently addressed the issue of whether the antifraud provisions of the federal securities laws apply extraterritorially in enforcement actions commenced by the...more
2/25/2019
/ Conduct and Effects Test ,
Corporate Counsel ,
Dodd-Frank ,
Enforcement Actions ,
Extraterritoriality Rules ,
Jurisdiction ,
Morrison v National Australia Bank ,
Ponzi Scheme ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
2018 was an interesting year for market participants subject to the Commodity Exchange Act ("CEA"), with federal appellate courts issuing three noteworthy decisions involving claims under the CEA. The Commodity Futures...more
2/5/2019
/ CFTC ,
Commodities ,
Commodity Exchange Act (CEA) ,
Dodd-Frank ,
Enforcement Actions ,
Foreign Exchanges ,
Fraud ,
Insider Trading ,
Jurisdiction ,
Market Manipulation ,
Securities Exchange Act ,
Trial Court Orders
The Situation: Judge Richard Sullivan of the Southern District of New York ("SDNY") recently issued a post-trial decision in a market manipulation action brought by the Commodity Futures Trading Commission ("CFTC") in...more
Commodity brokerage firms need to be vigilant as the CFTC signals increased policing and prosecution of insider trading.
The Commodity Futures Trading Commission ("CFTC") filed a complaint on September 28, 2018, in the...more
This is a significant decision, given how often non-U.S. clients entrust U.S. law firms with their documents.
On July 10, 2018, the U.S. Court of Appeals for the Second Circuit ruled that law firm Cravath need not divulge...more