Fraudulent investment funds purporting to give the public
an opportunity to acquire pre-IPO shares of potentially hot stocks such as
Facebook have been front and center in the District Court in Manhattan in
recent days. In one case a former Oregon...
Money market reform, a cause long championed by SEC Chairman Mary Schapiro, will not go forward at this time. The Chairman was unable to secure the necessary votes to issue proposed regulations for comments after two and one half years of study. The Chairman...
During 2011, plaintiffs filed a wave of securities class
action lawsuits against U.S.-listed Chinese companies. There were 39 of these
lawsuits filed in 2011 (out of 218 total securities class action lawsuit
filings in 2011), as discussed here .
Raj Rajaratnam, the founder of the Galleon Group hedge
fund lost his appeal on insider trading charges. U.S. v. Rajaratnam, Docket
No. 11-4416-cr (2 nd Cir. Decided: June 24, 2013). Mr. Rajaratnam was
convicted on five counts of conspiracy to commit...
The following is a general summary of § 262 of the DGCL.
The rights and obligations of stockholders and companies will vary depending
upon the circumstances of the particular merger. The appraisal process under §
262 of the DGCL, however...
The Green Bay Packers want to expand Lambeau Field by
6,700 seats, add new gates and new video boards. To finance the improvements,
the team ownership decided to sell additional stock in the ownership
corporation. Since the Kraft family...
The Language of Value
posted by 10/11/2010
Shakespeare may have been right that a rose will emit the
same fragrance whatever you call it, but when it comes to concepts such as
"value," the choice of words can matter. In order to discuss...
As a quick follow up on this topic from a few months ago
(prior post can be read here ),
has approved alternatives to Nasdaq's historical $4 minimum bid price
listing standard. Under the new alternative listing standards, a security
LexisNexis Overview: There was no allegation that an investment advisor
filed prospectuses and falsely attributed them to a mutual fund, nor did the
prospectuses indicate that they came from the advisor instead of the fund;
thus, the advisor did not "make"...
This week the SEC proposed new rules regarding asset backed
securities while Chairman Mary Schapiro, in an op-ed article in the Washington
Post, called for the Senate financial reform bill to be strengthened. SEC
enforcement saw another of its proposed...
In a likely unprecedented move, the Securities and
Exchange Commission ("SEC") filed
a lawsuit against the Securities Investor Protection Corporation
("SIPC") as the culmination of a six-month effort to force SIPC to
Wait ... this is unusual. According to a piece by Tom Hals of Reuters , the lead plaintiff - not his
lawyer, but the lead plaintiff himself - is opposing settlement of the
shareholder litigation in the J Crew transaction. The J Crew MBO was on the
A complaint brought by closed end
fund Gabelli Global Multimedia Trust, Inc. alleging violations of the
anti-pyramiding provisions of the Investment Company Act was dismissed for a
lack of standing. The defendants were Arthur Lipson and a group of...
Preliminary Note: The requirements of this Rule are in addition to other existing member obligations under FINRA rules and the federal securities laws, including obligations to determine suitability of particular securities transactions with customers...
Overview: Where foreign shareholders alleged that respondents violated § 10(b) of
the Securities and Exchange Act of 1934 and SEC Rule 10b-5 regarding
securities traded on foreign exchanges, dismissal was warranted because §
This article focuses on the enforceability of "no shop" provisions that prohibit a target company from soliciting or encouraging third-party bids after signing an agreement with a prospective purchaser, and "no talk" provisions, that...
The SEC won a significant victory in the Fifth Circuit Court of
Appeals . The court reversed the Commission's high profile loss ( here ) in its
insider trading case against entrepreneur and Dallas Mavericks owner Mark
Cuban. SEC v. Cuban , No....
What Is A PIPE?
The term PIPE, an acronym for “private investment in public equity,” refers to the private placement of a public company’s securities to select investors. The issuer company enters into a purchase agreement with investors...
The distinction between primary and secondary liability in securities fraud suits has been a key issue since the Supreme Court handed down its decision in Central Bank of Denver v. First Interstate , 511 U.S. 164 (1994). Although the SEC had its authority...
From time to time, the SEC
reiterates its view of the critical role companies' outside directors play in
safeguarding investors' interests. Nevertheless, it has been relatively rare
for SEC to pursue enforcement actions against outside directors...
The SEC's blockbuster announcement
last Friday of its civil
enforcement action against Goldman Sachs and one of its investment bankers
rocked the securities markets and made
headlines in the financial press around the world. Undoubtedly because...
The SEC brought a fraud action against a company and its
Chairman and President for defrauding company shareholders out of more than
$110 million in the sale of their shares to the company by paying prices which
were as much as 300% under value. The...
At its April 7,
2010 meeting the United States Sentencing Commission approved amendments to its
Sentencing Guidelines . The next
day on April 8, 2010, the UK Bribery
Bill received Royal Assent. These two events follow the December 9, 2009
When operating under the Section 3(c)(7) exemption from the Investment Company Act, the issue then becomes how a private investment fund can provide an equity ownership to key employees. Its unlikely that your key employees will have the $5 million in...
On October 16, 2009, the
Securities and Exchange Commission (SEC) instituted a civil injunctive action
in the United States District Court for the Southern District of New York
charging Raj Rajaratnam and his hedge fund advisory firm Galleon Management...