The Second Circuit clarified the application of the bespeaks
caution doctrine , drawing a line between statements which might invite an
inference of reducing risk in the future and characterizations which
communicate a present or historical fact. Iowa...
by Edward G. Eisert, Lawrence B. Patent, Gordon F. Peery and Charles R. Mills
The primary objectives of Dodd-Frank are to bring about greater transparency and to enable regulators to better manage individual counterparty and broader systemic risks...
by Stacey H. Crawshaw-Lewis, Deana L. S. Gregory, and Carol Juang McCoog
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank...
On this edition, Michael Clark of Duane Morris in Houston, Texas discusses the various provisions of the Dodd-Frank Act, in particular the whistle blower, or "bounty hunter," provisions. Mr. Clark also talks about possible issues for publicly...
For over a year an a half, there has been on-going effort
to rejuvenate SEC enforcement. Enforcement has new personnel, new organization
and new initiatives. During this process the SEC's market crisis investigations
have yielded some significant...
By now it should be obvious to most readers that one of
my target audiences when I write this blog is mostly recent law grads still getting
their footing as young associates. I think it's useful to reinforce a
couple of lessons that they may not...
On September 14, 2010, in another ruling that the U.S.
Supreme Court's decision in Morrison v. National Australia Bank ( read the opinion ) precludes claim by "f-squared"
claimants - that is, U.S. residents who purchased shares of a Non...
Klig v. Deloitte LLP,
C.A. No. 4993-VCL (Del. Ch. Sept. 7, 2010), read opinion here .
This 22-page opinion is must reading for any attorney
who: (i) seeks to maintain an attorney-client privilege in Delaware litigation;
One of the more enjoyable aspects of a baseball
season is its length. The fortunes of a team can ebb and flow over the course
of a 162 games season. So even if a team starts out abysmally, it can pick
things up over the course of the spring and summer...
On September 9, 2010, Chancellor Chandler issued his
much-anticipated post-trial decision in eBay Domestic Holdings, Inc. v.
Newmark, et al ., C.A. No. 3705-CC, which involved a dispute between eBay
and craigslist regarding a poison pill, staggered...
by Brian Whisler, Baker & McKenzie
On June 15, 2010, Lee Bentley Farkas, the former CEO and
Chairman of Florida based Taylor, Bean and Whitaker (TBW), was handcuffed and
arrested outside of his health and fitness club, and was sent to the U.S.
Doing the "right thing" can be very difficult. This is
particularly true when the world seems to be saying otherwise. Such is the case
of Ted Urban, who served for years as the General Counsel of regional broker
Ferris Baker Watts, Inc. after...
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...
In Re Dollar Thrifty Shareholder
Litigation, C.A. No. 5458 (Del. Ch., Sept.
8, 2010), read 84-page opinion here . The Court of Chancery issued this opinion last night,
denying the request for a preliminary injunction to block the merger by which
In a series of posts, I have been exploring the
"nuts and bolts" of D&O insurance. In this post, the fourth in
the series, I examine issues surrounding the application for D&O insurance
and the surrounding application process. Although...
Edward G. Eisert, Lawrence B. Patent, Gordon F. Peery and Charles R. Mills
The primary objectives of Dodd-Frank are to bring about
greater transparency and to enable regulators to better manage individual
counterparty and broader systemic risks...
In a post yesterday on TheAtlantic.com, Daniel
Indiviglio posed the question " Does Hurd's New Oracle Gig Prove Business Ethics Don't Matter ?"
Indiviglio noted that while Mark Hurd's missteps at H-P may have been
I'm not sure what to make of Mark Hurd, Hewlett-Packard,
Larry Ellison, and Oracle.
HP threw Hurd out on the street for some stupid behavior.
By throwing out on the street, I mean let him keep most of his compensation package.
Every fall since I first started writing this blog, I
have assembled a list of the current hot topics in the world of directors' and
officers' liability. This year's list is set out below. As should be obvious,
there is a lot going on right...
The SEC brought an action against LACE Financial for issues
with its independence. We also learned that the SEC
had investigated whether rating agency Moody's Investors Service, Inc.
violated the registration provisions or the antifraud provisions...
I'm of the mind that the answer to that question is
likely no. In his Stanford Law Review paper of a few years ago ( Professorial Bear Hug ),
Vice Chancellor Strine made it clear that ... well ... it wasn't clear.
Of course we professors would...
Local cultural norms and standards present all kinds of
business and legal challenges for multinational companies. What is accepted and
even expected in one country may be illegal in another. The situation is
becoming even more challenging, though...
Recent decisions of the Delaware courts have clarified the
remedies for breaches of the duty of disclosure. The duty of disclosure owed by
directors to stockholders is not a separate fiduciary duty, but instead an
application of the duties of care and...
On August 12, 2010, the U. S. Court of Appeals for the
Eighth Circuit affirmed the denial of class certification in Avritt v.
Reliastar Life Ins. Co. , No. 09-2843 (8th Cir. Aug. 12, 2010), a case in
which Plaintiffs challenged the manner in which...
Yesterday, the SEC settled
insider trading charges against James Self and Stephen Goldfield . Self was
director of Business Development at Merck and Goldfield, Self's classmate at
the Wharton School (UPenn), was a hedge fund manager. According...