News & Analysis as of

Conflicts of Interest

Commercial Division Allows Stockholder Challenge to Merger to Proceed Due to Allegations that the Special Committee Had a Conflict...

On May 9, 2018, Judge Barry R. Ostrager of the Commercial Division denied a motion to dismiss a shareholder complaint in the Matter of Handy & Harman Ltd. Stockholder Litig., No. 654747/2017, 2018 BL 172083 (Sup. Ct. May 9,...more

Court Rules that Arbitrators Must Disclose Related or Overlapping Appointments

by Latham & Watkins LLP on

Arbitrators should disclose subsequent appointments to related arbitration proceedings, particularly if cases materially overlap. In the Halliburton v Chubb ruling, the Court of Appeal held that an arbitrator who did not...more

Regulation Best Interest Obligates Broker-Dealers, Excuses RIAs

On May 9, 2018, the SEC released its much-anticipated proposed rule (“Regulation Best Interest”), which is intended to set the standard of conduct for broker-dealers and displace the DOL Fiduciary Rule....more

GAO Clarifies Rules For Conflict Of Interest Waiver Protests

The U.S. Government Accountability Office recently issued a decision in which it clarified the rules regarding bid protests that challenge an agency’s organizational conflict of interest waiver. As discussed below, the GAO’s...more

Analysis: Calif. Attorney-Officials Must Heed AGs Ethics Warning - BB&K's Gary Schons Writes in Law360 About Opinion on Ethics and...

by Best Best & Krieger LLP on

The California attorney general recently issued an opinion addressing both the attorney ethics and legal conflicts implications posed when an attorney who serves as an elected public official — in the case at hand, a city...more

Is the SEC’s Proposed “Best Interest” Standard for Broker-Dealers in Anyone’s Best Interest?

by Latham & Watkins LLP on

Proposal seeks to clarify and enhance obligations applicable to a broker-dealer’s retail customer interactions, but may raise more questions than answers. The Securities and Exchange Commission (SEC) proposed for public...more

Solving Conflicts of Interest of Nonattorney Staff

by Dentons on

The hiring of nonattorney staff such as a paralegal can implicate some similar ethics issues as hiring a lateral attorney. For example, a paralegal often has in their possession confidential information relating to those...more

NLRB Considers Rulemaking to Address Hotly-Contested Joint-Employer Standard

As we previously reported the NLRB’s “joint employer” standard has vacillated over the last several years, and currently remains in flux. For historical reference, the NLRB expanded the scope of joint-employment in 2015 in...more

Labor Board Might Soon Issue New Rule To Solve Joint Employment Dilemma

by Fisher Phillips on

In a rare procedural move that caught many by surprise, the National Labor Relations Board announced on Wednesday that it will soon start the rulemaking process to clarify the current joint employment standard. Perhaps...more

USPTO Director’s Alleged Conflict Not Imputed to PTAB Administrative Patent Judges

by Jones Day on

The Patent Trial and Appeals Board (PTAB) recently denied a Motion to Dismiss asserting the presence of a conflict of interest of USPTO Director Andrei Iancu. In St. Jude Medical, LLC. v. Snyders Heart Valve LLC, the Patent...more

SEC Charges Texas-Based Municipal Advisor with Fraud and Breach of Fiduciary Duty

by Bracewell LLP on

On May 9, 2018, the U.S. Securities and Exchange Commission ("SEC") announced it charged a registered municipal advisor (the "MA Firm") and its owner (the "MA Owner") with defrauding their client, a Texas school district, in...more

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

Recent Developments Toward A Fiduciary Standard For Brokers

by Womble Bond Dickinson on

Much has happened since we last reported on the Department of Labor’s Fiduciary Rule. The compliance deadline was extended 18 months to July 1, 2019. A federal appellate court vacated the Fiduciary Rule in its entirety. The...more

SEC Proposes Fiduciary Rule for Broker-Dealers

On April 18, concurrently with its publication for comment of a proposed set of enhanced investment adviser regulations, the Securities and Exchange Commission (SEC) published a separate proposal related to the conduct...more

Lessons Learned from Recent SEC and FINRA Cases: May 2018

SEC Nails Three Advisors for Fiduciary Failures when Selecting Mutual Fund Share Classes. The SEC released three settlement orders where investment advisers failed “to disclose conflicts of interest and violated their duty...more

DOL Issues Temporary Enforcement Policy For Fiduciary Advice Rule

by Seyfarth Shaw LLP on

On May 7, 2018, the Department of Labor (the “DOL”) issued a temporary non-enforcement policy regarding its investment advice fiduciary regulation (the “Fiduciary Rule”) in Field Assistance Bulletin 2018-02. This guidance was...more

The MiFID II Inducements Regime

by Latham & Watkins LLP on

MiFID II contains a number of inducements requirements, including rules relating to conflicts of interest, research, hospitality, corporate access, and payment for order flow. This Client Alert outlines these requirements and...more

SEC Proposes New Interpretation of Fiduciary Duty

On April 18, 2018, the Securities and Exchange Commission (SEC) proposed a new interpretation (the “Proposed Interpretation”) of the fiduciary duties of investment advisers under the Investment Advisers Act of 1940, as...more

SEC Proposes Enhanced Investment Adviser and Broker-Dealer Standards of Conduct

On April 18, the Securities and Exchange Commission (SEC) proposed a trio of rules and interpretations designed to enhance the quality and transparency of investors’ relationships with investment advisers (IAs) and...more

Why the SEC is Obsessed with Mutual Fund Share Class Selection and Disclosure (and why you should be too)

On April 6, 2018, the SEC released three settlement orders with investment advisers because they “failed to disclose conflicts of interest and violated their duty to seek best execution by investing advisory clients in...more

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

by Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

SEC Proposed Interpretive Guidance for Investment Advisers: Implications for Private Equity

The SEC’s recent proposed guidance for investment advisers has implications for private equity sponsors. Perhaps the most important part of the guidance for private equity sponsors is that related to the duty of loyalty...more

Tax Cuts and Jobs Act Changes Incentives for Fund Managers

Imagine you are a professional musician who is building a performance career. You hire an artist manager to promote you, obtain performance gigs, and to negotiate contracts for your gigs for a period of five years. Your...more

SEC Settles with Private Equity Fund Adviser over Alleged Conflicts of Interest

As a sign that the SEC is continuing to actively pursue private equity fund advisers, on April 24, 2018, the SEC announced a settlement with private equity fund adviser WCAS Management Corporation (WCAS) related to...more

Conflict of Interest Disclosure Statute Broadened to Include Nearly All New York Condominiums

by Cozen O'Connor on

As this firm has previously advised, as of September 2017, New York Business Corporation Law (BCL) Section 727 requires condominiums and cooperatives incorporated pursuant to the BCL (and the Not-for-Profit Corporation Law)...more

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