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Business Organization Securities

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Supreme Court: Certain Securities Class Actions to Remain in State Court

by Dorsey & Whitney LLP on

The Supreme Court concluded that a securities class action based solely on claims arising under the Securities Act can proceed in state court and can not be removed to federal court. In reaching its conclusion the Court...more

The Final Rule: DOL Fiduciary Rule Affirmed and Revoked

During the week of March 12, two federal appeals courts separately upheld and vacated the DOL fiduciary rule under the Administrative Procedure Act, and DOL suspended enforcement of the rule pending further review. Please...more

U.S. Supreme Court Holds that Securities Act Class Actions May Be Brought in State Courts

Today, the Supreme Court of the United States held that state courts have jurisdiction over class actions brought under the Securities Act of 1933 (Securities Act) and that such actions filed in state court may not be removed...more

The Supreme Court - March 20, 2018

by Dorsey & Whitney LLP on

The Supreme Court of the United States issued one decision today: Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439: Respondents are three pension funds and an individual who purchased shares of Cyan, Inc....more

CAQ Releases New Non-GAAP Measures Tool for Audit Committees

by WilmerHale on

While the frequency of SEC comments on companies’ disclosure of non-GAAP measures has subsided, it remains important for audit committees to ensure their companies’ disclosures comply with applicable non-GAAP disclosure...more

Compliance into the Weeds-Episode 75, SEC Enforcement Action Against Holmes

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the recent SEC enforcement action against Elizabeth Holmes, the disgraced founder of Theranos, for her massive fraud around the former unicorn. Holmes claimed to have...more

Cyan And The California Company

by Allen Matkins on

On March 20, 2018, the United States Supreme Court issued its decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, reaffirming that a class action alleging only violations of the federal Securities Act of 1933...more

Investor Perspectives - Corporate Venture Capital

by WilmerHale on

This continues our series of blog posts recapping our January QuickLaunch University webinar on VC investing and what to expect in 2018. ...more

Low Vote Share Debate Heats Up

The debate over the propriety of offering low or no-vote shares in IPOs has been at a slow boil for years. But since no-vote shares were first offered to the public in March 2017, things have heated up. What had been...more

Fifth Circuit Affirms Dismissal Of Shareholder's Claim To Recover Alleged Short-Swing Profits Because Equity Dispositions Were...

by Shearman & Sterling LLP on

On March 12, 2018, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a shareholder’s claims to recover on behalf of Dynegy, Inc. (“Dynegy”) alleged short-swing profits from insiders in...more

Securities Fraud Class Action Against Discount Retail Chain Dismissed Because Defendants Sufficiently Disclosed Impact Of...

by Shearman & Sterling LLP on

On March 8, 2018, the United States District Court for the Middle District of Tennessee dismissed a consolidated class action alleging securities fraud claims under Section 10(b) and 20(a) of the Securities Exchange Act...more

Delaware Court Of Chancery Relies On Corwin To Dismiss Post-Closing Fiduciary Duty Claims After Finding Acquiror Was Not A...

by Shearman & Sterling LLP on

On March 9, 2018, Vice Chancellor Joseph R. Slights III, of the Delaware Court of Chancery, dismissed a stockholder class action complaint seeking damages for alleged breaches of fiduciary duty by directors of Rouse...more

Banks vs. Private Lenders: The Basics of Financing Options for Small Businesses

by Pessin Katz Law, P.A. on

Most small business owners will, at some point in the lifespan of their businesses, need to obtain financing in order to get their business off the ground or expand. This article summarizes the basics of obtaining financing...more

FINRA Explores Options Aimed at Encouraging the Payment of Arbitration Awards and Settlements

by Bryan Cave on

Key Takeaways - ..While typically there is a relatively small portion of FINRA customer cases that proceed to an award of damages, approximately one out of every four damage awards goes unpaid. ..FINRA has proposed...more

IRS Announces Five New Compliance Campaigns Focusing on Corporate Spin-Offs and Partnerships

by Ropes & Gray LLP on

On March 13, 2018, the IRS announced five new Large Business and International Division (“LB&I”) compliance campaigns, adding to the 24 campaigns announced last year and discussed in the Tax Controversy quarterly newsletter...more

Delaware Supreme Court Affirms Delaware Court Of Chancery's Dismissal Of Fiduciary Duty Breach Claims, Finding Non-Exculpated...

by Shearman & Sterling LLP on

On March 15, 2018, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a putative stockholder class action asserting claims for breach of fiduciary duty and quasi-appraisal against the...more

SEC Obtains Summary Judgment In Grand Central Insider Trading Case

by Dorsey & Whitney LLP on

The SEC obtained summary judgment against Steven Metro, the key to the Grand Central insider trading ring that reputedly had $5.6 million in illicit trading profits. SEC v. Metro, Civil Action No. 3:14-cv-01742 (D.N.J.). The...more

Blog: SEC Commissioner Jackson Sees Cyber Threat As A Corporate Governance Issue

by Cooley LLP on

In remarks on Thursday of last week to the Tulane Corporate Law Institute, SEC Commissioner Robert Jackson discussed what he termed to be “the most pressing issue in corporate governance today: the rising cyber threat.” ...more

Innovation in Compliance-Digital Transformations in Compliance with Vince Walden

by Thomas Fox on

The Innovation in Compliance Podcast is here! In this inaugural episode, I’m interviewing Ernst & Young partner and Big Data expert Vince Walden on the ways in which automation and data analytics are transforming the...more

Corporate and Financial Weekly Digest, Featuring Topics on Broker-Dealer, CFTC, Derivatives, Brexit and UK and EU Developments

BROKER-DEALER - SEC Proposes Transaction Fee Pilot Program On March 14, the Securities and Exchange Commission proposed new Rule 610T of Regulation National Market System (Reg NMS), which would create a Transaction Fee...more

Bridging the Week - March 2018 #2

J. Christopher Giancarlo, Chairman of the Commodity Futures Trading Commission, laid out his priorities for the remainder of 2018 in a speech before the FIA at its annual conference last week. Unrelatedly, the Securities and...more

China begins Environment Protection Tax collection: key takeaways

by DLA Piper on

China's Environment Protection Tax Law (EPT Law) is now in effect, and China will soon be collecting the Environment Protection Tax (EPT). The first collection is expected in April 2018....more

The Race For Cyber Security: An Invitation to Join With the SEC

by Dorsey & Whitney LLP on

There is no doubt that technology presents any number of new opportunities for firms and individuals and that it is transforming the market place for goods and services at an increasingly rapid rate. Computer systems, the...more

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

In Case You Missed It: Launch Links - March, 2018 #2

by WilmerHale on

Some interesting links we found across the web this week: The Definitive Guide to Licensing: When You Get a Great Idea, What Do You Do Next? For the “ideas” people out there, licensing a product may provide a creative...more

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