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...
This is the first of a four part series projecting the path of SEC Enforcement.
SEC Enforcement is in transition. The agency has a new Chair, new Commissioners and a new Director of the Division of Enforcement. Aggressive new approaches have been outlined...
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...
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 .
by Jonathan Eisenberg
Plaintiffs in securities fraud
cases rely on the fraud-on-the-market presumption of reliance to obtain class
certification. As the Supreme Court recently stated in Amgen Inc. v.
Connecticut Retirement Plans, No...
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 Commission filed a settled action alleging fraud in
connection with a going private transaction based on Exchange Act Section
13(e). The agency also brought its first action penalizing an exchange for
regulatory filings this week.
The SEC also...
SEC v. All Know Holdings, Ltd., 11 C
8605 (N.D. Ill. Opinion issued June 10, 2013) is one of the SEC's aggressive
insider trading actions, filed initially based largely on "suspicious trading"
and information and belief. The case centers...
Commission Chair Mary Jo White announced a modified
settlement policy for select enforcement actions. While most cases will be
settled on a neither admit nor deny basis, the category of actions in which
admissions will be required will be expanded...
The SEC lost another case in the D.C. Circuit Court of
Appeals. This time, however, it did not involve rule making. Rather, the action
focused on the imposition of a life time bar from the securities business by
FINRA which was affirmed by the Commission...
WASHINGTON, D.C. - (Mealey's) The U.S. Supreme Court on
June 24 agreed to hear an appeal of a First Circuit U.S. Court of Appeals
ruling in a shareholder derivative lawsuit and determine whether the Circuit
Court abused its discretion in determining...
The SEC is making a significant change to its Enforcement
program which could impact any company or person settling an enforcement action
as well as the program of the agency. SEC Chair Mary Jo White stated that the
agency is going to change the way...
This is the fifth in a series of articles examining the creation of the Financial Reporting and Audit Task Force along with a Center for Risk and Quantitative Analysis. Today’s article examines select cases brought in the wake of Chairman Levitt’s...
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
Fee simple ownership of the "bricks and mortar" of real
estate is not a securities transaction. " The
offer of real estate as such, without any collateral arrangements with the
seller or others, does not involve the offer of a security...
Speaking at the Seventh
Annual IQPC Advanced Contracts Risks Management for Oil and Gas Conference, Don
Butler, General Counsel, Seneca Resources discussed contract templates and the
use of these documents in transactional work. The concepts which...
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...
On January 31, 2014 (revised February 4, 2014), the SEC issued a no-action letter to a group of attorneys who requested assurance on an issue that has long been on the minds of securities lawyers: are people who facilitate the sale of a controlling interest...
The Depository Trust Company (DTC) effectively controls
which public companies' stock can be traded electronically as opposed to
exchanging actual stock certificates when sales take place. A company must
apply to DTC to obtain this ability. Higher...
S. Wiener, Gail L. Westover, Brendan Ballard, and Wilson G. Barmeyer
majority decision issued on April 27, 2010, the U.S. Supreme Court held
S.A. v. AnimalFeeds Int'l Corp. , No. 08-1198 (
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 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...
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...