A recent Expert Analysis article penned by Frank Perch, "High Court Should Endorse Insurer Standing In Bankruptcy," advocates for the U.S. Supreme Court, in Truck Insurance Exchange v. Kaiser Gypsum Company Inc., to adopt a...more
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
Whistleblower claims of all types generally require proof of three elements; a complaint of conduct believed to be unlawful (protected activity), some form of discipline (an adverse action), and proof that the adverse action...more
Class actions have long been difficult to certify in fraud cases. But a recent district court decision in California takes a new approach that would make class certification in fraud cases the norm. That decision is now on...more
On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more
The White House on May 28, 2021, released President Joe Biden's $6 trillion proposed budget for federal spending in fiscal year (FY) 2022. The president's budget proposal serves as a fiscal blueprint for the administration's...more
Capital raising through Special-Purpose Acquisition Companies (“SPACs”) has gone through the roof in the last two years. Last year was by far the single highest deal value for SPACs, and the first quarter of 2021 has already...more
HHS Announces Final Rules Amending Stark Law Regulations and Anti-Kickback Statute - On November 20, 2020, the Centers for Medicare and Medicaid Services and the Department of Health and Human Services (HHS) published...more
On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core...more
Some rare last-minute SEC intervention forced Hertz to suspend its planned sale of up to $500 million in shares of the bankrupt car-rental company while the agency undertakes a closer review of the offering....more
The Massachusetts Securities Division (the Division) warns that the average investor is overwhelmed by the COVID-19 pandemic. The Division points to several COVID-19-related items such as physical isolation, job uncertainty...more
On June 10, 2020, the Ninth Circuit affirmed the dismissal of a putative securities fraud class action in a potentially significant decision for securities defendants, particularly those in the pharmaceutical, biotech and...more
The Delaware Court of Chancery’s 2016 decision in In re Trulia Stockholder Litigation sought to address the trend of meritless merger lawsuits flooding the Chancery Court. Following the decision, however, the battleground of...more
“Employer securities” in retirement plans have been the source of a significant amount of litigation under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In general, “employer securities” are...more
The United States Supreme Court, in a per curiam decision, declined to address whether plan participants sufficiently alleged breach of fiduciary duty claims under the Employee Retirement Income Security Act of 1974, as...more
Brief Takeaway: Plan sponsors that offer employer stock in their benefit plans can breathe a sigh of relief, as the Supreme Court vacated one of the only plaintiff-friendly rulings in ERISA “stock drop” litigation. ...more
In Retirement Plans Committee of IBM v. Jander, the Supreme Court, in a unanimous opinion, clarified the its opinion in Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. 409 (2014), which set forth the duties that administrators...more
The United States Supreme Court issued a per curiam opinion on Tuesday in Retirement Plans Committee of IBM v Jander, punting back to the court of appeals the determination of whether plan fiduciaries can be liable under...more
On January 14, 2020, the Supreme Court of the United States decided Retirement Plans Committee of IBM v. Jander, No. 18-1165, remanding the case to the Second Circuit Court of Appeals to decide whether to address the views of...more
The U.S. Supreme Court today in Retirement Plans Committee of IBM v. Jander, No. 18-1165 (2020) (per curiam), declined to resolve questions about the pleading standard for a breach of fiduciary duty claim against fiduciaries...more
The chief executive of a Boston-based biotech company, Frank Reynolds, was convicted of defrauding investors and obstructing an SEC investigation. Reynolds founded the biopharma startup PixarBio Corp. in 2013 and took the...more
On August 28, 2019, Judge Lorna G. Schofield of the United States District Court for the Southern District of New York dismissed a putative class action against the digital services and development company Synacor, Inc. and...more
The English High Court, in Triumph Controls UK Ltd v Primus International Holding Co [2019] EWHC 565 (TCC), has found that proper, accurate financial projections by the sellers would have resulted in a lower purchase price...more
Basic to any acquisition and its financing are the projections of the target’s future performance. These play a key role in setting the price for the target as well as on the availability of acquisition financing. Projections...more