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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

Receiverships: Not Just for Lenders

by Jaburg Wilk on

A receivership is an invaluable tool for managing, accounting for, marshaling, and preserving assets of whatever nature or kind. Although most often utilized by lenders, a receiver can be beneficial in any number of...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

Bankruptcy Remoteness Going to a Court of Appeals (Progress Report No. 1)

Our February 22 post reported that the Franchise Services of North America, Inc. decision of Bankruptcy Judge Edward Ellington of the Southern District of Mississippi dismissing a Chapter 11 petition because a holder of...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

Videocast: Interval funds: A brief introduction

In the past few months, investment company structures known as interval funds have become popular among money managers. This Bottom Line videocast discusses: - what makes a fund an “interval fund” - how interval funds...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

Former Co-operative Bank Chair Paul Flowers banned from the financial services industry

by Dentons on

In a Final Notice that showcases the importance the FCA places on the role of Chair, the FCA has banned former Co-op Bank Chair Paul Flowers from the financial services industry. Although the events concerned predated the...more

Will U.S. Supreme Court Decision In Life Insurance Case Affect California's Limited Liability Company Law?

by Allen Matkins on

Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432). The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former...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

FERC eliminates tax allowances for MLP pipelines, proposes tax-related rate reviews

On March 15, 2018, the Federal Energy Regulatory Commission (FERC) issued important orders regarding two significant tax-related rate matters affecting interstate oil and natural gas pipelines. The action eliminated tax...more

Reefer Madness: Best Practices for Managing Marijuana Use in Senior Care and Housing

Marijuana Perception and Legalization - Once upon a time, Americans viewed marijuana as a dangerous drug leading to serious addiction and crime. According to the 1936 cult classic movie Reefer Madness, “women cry for it...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

IRS Aims to Reduce Confusion over Employer Identification Number Applications

by Harris Beach PLLC on

In December, 2017 the Internal Revenue Service (IRS) released a revised Form SS-4, Application for Employer Identification Number and related instructions. An employer identification number (EIN) is a nine-digit number...more

New Regulations Increase Uncertainties Regarding Chinese Investments in Offshore Funds

by Morrison & Foerster LLP on

On March 1, 2018, the Administrative Measures for Outbound Investments by Enterprises (“Circular 11”) issued by the National Development and Reform Commission (the “NDRC”) went into effect. In addition to regulating direct...more

Court of Chancery Enforces Section 145 Indemnification Rights of Subrogee

by Morris James LLP on

Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Mar. 16, 2018) - This is an interesting indemnification decision for its handling of subrogation rights in the indemnification context, one involving former Quiznos...more

Introducing That 401(k) Conference

by Ary Rosenbaum on

When I came up with the idea of That 401(k) Conference, a series of regional 401(k) events for financial advisors, the first thing people probably said is: “why do we need another one?” This article is about why you should...more

Ninth Circuit Affirms “Per Plan” Approach To Interpret “Impaired Accepting Class” For Bankruptcy Plan Confirmation Purposes

by Cole Schotz on

In JPMCC 2007-C1 Grasslawn Lodging, LLC v. Transwest Resort Props. Inc., et al. (In re Transwest Resort Props. Inc.), Case No. 16-16221, 2018 U.S. App. LEXIS 1947 (9th Cir. Jan. 25, 2018), the Ninth Circuit was the first...more

Why Your Small U.S. Business Should Care About GDPR

by Barley Snyder on

You’re not alone if your small business hasn’t been paying close attention to the fact that the General Data Protection Regulation (GDPR) goes live May 25. ...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

French prosecutors reach first ever DPAs settling bribery charges

by White & Case LLP on

In February 2018, the first Conventions Judiciaire d'Intérêt Public ("CJIPs") – or French Deferred Prosecution Agreements ("DPAs") – were entered into for corruption charges between the Public Prosecutor's Office of Nanterre...more

Selling the Fear: Is GDPR The Next Y2K?

by JD Supra Perspectives on

In-house perspective on GDPR and related coverage from Matt Fawcett, senior vice president and general counsel for global data company NetApp....more

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