Brian JM Quinn
Intel, McAfee, and Matching Rights

I've posted on matching rights in merger agreements before . And, over at The Deal Professor , just yesterday Steven did a nice post on deal making innovations with the observation that matching rights are becoming more and more common. Almost...

Tags:
Thomas O. Gorman
The Securities & Exchange Commission’s First Action Against a State

The SEC filed its first action against a state, charging New Jersey with fraud in connection with multiple offerings of municipal bonds dating back to 2001. In the Matter of State of New Jersey , Adm. Proc. File No. 3-14009 (Aug. 18, 2010). The...

Thomas O. Gorman
Third Circuit Rejects “Fraud-Created-The-Market” Theory

Reliance is a critical element of proof in a private securities fraud suit. Thus, in rejecting a theory of scheme liability two years ago, the Supreme Court predicated its decision in part on a close reading of the reliance element. Stoneridge Investment...

Francis G.X. Pileggi
Delaware Supreme Court Grants Access to List of Hedge Fund's L.P. Members; Rejects Federal Preemption Argument

Parkcentral Global, L.P. v. Brown Investment Management, L.P. , No. 288, 2010 (Del. Supr., Aug. 12, 2010), read opinion here . Brief Overview This Delaware Supreme Court decision affirmed a ruling of the Court of Chancery which allowed a limited...

Tags:
Thomas O. Gorman
Another Partially Settled Investment Fund Fraud Case

The Securities & Exchange Commission resolved another investment fund fraud action with two individual defendants. SEC v. Amante Corp. , Civil Action No. 09-CIV-61716 (S.D. Fla. Filed Oct. 29, 2009) ( discussed here ). The action is all too familiar...

Francis G.X. Pileggi
Chancery Upholds Poision Pill of Barnes & Noble; Rejects Fiduciary Claims

Yucaipa American Alliance Fund II, L.P. v Riggio , C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read post-trial opinion here. This Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and upheld the poision pill defense that...