Overview: Agreements among a football league, its teams, and a licensor formed by
the teams to license their intellectual property constituted concerted
action that was subject to antitrust scrutiny under 15 U.S.C.S. § 1. The
plans are one of the most effective takeover defenses, despite the decrease in
use over the past decade. This article focuses on ten key issues that any board
should consider when making a decision relating to a rights plan.
The authors write...
By now you will have heard that the U.S. Department of
Justice has filed a securities class action lawsuit against S&P and its
corporate parent, McGraw-Hill, about the rating agency's ratings of
collateralized debt obligations as the subprime...
Review of a
merger agreement often needs a quick turnaround. This commentary focuses on 10
key issues that give deal teams a sense of whether a deal is achievable and can
form the basis for an easy-to-digest comparison of competing bids on an
All eyes may be on the record-setting IPO of Chinese Internet firm, Alibaba, but the real IPO story for 2014 may be the significant number of IPOs this year involving smaller companies. The number of companies completing IPOs this year is on pace for...
The topic of high frequency trading has dominated the business headlines since the late March publication of Michael Lewis’s new book, “ Flash Boys: A Wall Street Revolt .” The SEC, the U.S. Department of Justice and the Federal Bureau...
In several posts of the last several months (most recently here ), I have commented that with the increased number of IPOs, an increase in IPO-related securities litigation would likely follow. If the securities litigation filing activity over the last...
Lately it’s been reported that mega-mergers are coming back in a variety of industries. We have waited quite awhile for this to happen. We hope that will also begin to trickle down to the middle and lower middle market of deals.
There are pluses...
Professor James Fanto discusses the United States Supreme Court decision in Stoneridge Investment Partners, LLC. v. Scientific-Atlanta, Inc. 2008 LEXIS 1091. That case held that participants in a public company's fraud may not be sued by investors...
During 2010 and 2011, a number of securities class action lawsuits were filed against U.S.-listed Chinese companies. Plaintiffs' lawyers seemed eager to pursue these cases despite likely procedural and practical challenges such as likely difficulties...
20, 2010, the Federal Trade Commission ("FTC") and the Department of
Justice ("DOJ") (collectively the "Agencies") released a
proposed updated version of the Horizontal Merger Guidelines
Holders of preferred stock ("Series C-1 preferred
shareholders") appealed a decision from the Superior Court which found that the
Series C-1 preferred shareholders were not entitled to a liquidation preference
payout (estimated to be approximately...
In September 2006, the federal district court for the Eastern District of New York certified a $200 billion national class action lawsuit made up of tens of millions of smokers of "light" cigarettes, alleging that health-conscious smokers relied...
With Democrats like Representative Carolyn Maloney of New
York, who needs the Republicans? When special interests pursue self-interested
legislation - or seek to block legislation that affects their
interests - Maloney waves the jobs and economic growth...
by William A.S. Magrath
William Magrath performs an in-depth analysis of the Third Circuit's en
banc review of Sullivan v. DB Investments. Mr. Magrath notes that while a
prediction of a decision based on the judges' questions during oral ...
On the eve of the tenth anniversary of the enactment of The Sarbanes Oxley Act, Cornerstone Research has released a study of the filing trends and settlements of securities class action lawsuits involving accounting allegations. The May 2012 report entitled...
By Kimberly Gladman, CFA, Ph.D.,
Director of Research and Risk Analytics
This week is an exciting one in the field of responsible
investment: it marks the launch of the Global
Sustainable Investment Association , a network linking the
In last week's Advisen webinar on 2012 D&O claims
trends, one of the audience questions related to the growth and relevance of
litigation funding in the U.S. In responding to the question I noted,
among other things, the rise of litigation...
wave of "say on pay" litigation involved lawsuits brought by shareholders
following a negative advisory say on pay vote under the Dodd-Frank Act. The second
wave of say on pay litigation , which picked up in 2012, involved
Your favorite newspapers, magazines and blogs are so
hungry for content to fill their pages that sometimes, rather than paying their
own writers to produce text, video, and other journalism those publications
take money from strangers to print their...
by Ed Batts
Negotiation fatigue is an age-old problem in completing
any contract - and often, whether fair or not, the further back in the document
the clause is positioned, the greater the fatigue.
A choice-of-law provision, which decides which...
by Maureen McGuirl
American Needle, Inc. v. NFL , 2010 U.S.
LEXIS 4166 (U.S. May 24, 2010) , the Supreme Court unanimously held
that the National Football League's (NFL) teams and National Football League
Properties (NFLP) could not be considered...
a look ahead to other Dodd-Frank Act proxy or executive compensation related
On August 25, 2010, the SEC adopted new proxy rules that
are expected to be effective for most public companies for the 2011 proxy
season. The new rules...
On this edition, Kevin LaCroix, an attorney and a partner in OakBridge Insurance Services in Beachwood, Ohio, discusses securities class action trends from 2010, the development of litigation arising from recent bank failures and key U.S. Supreme Court...
A few days after highlighting an analysis of Delaware
corporate law in an opinion by Judge Richard Posner of the 7th Circuit that
discussed aspects of a director's fiduciary duties, here, (including
the benefit of scholarly insights on the ruling...