Securities

  • May 20, 2024

    SEC Says Firm Broke Short-Selling Rules During Pandemic

    An Austin, Texas-based trading firm has agreed to pay $1.5 million as part of a deal to end U.S. Securities and Exchange Commission claims it unlawfully bought follow-on offering shares of companies it had just shorted, including those of cruise ship companies bruised by 2020 COVID-19 outbreaks.

  • May 20, 2024

    Healthcare Futures Co. Sues Breakaway Ex-Members In Del.

    A company seeking to develop what it described as the first healthcare futures exchange has sued two former managers in Delaware's Court of Chancery for pilfering intellectual property and other resources and then launching a competing venture.

  • May 20, 2024

    Archegos Lied To Banks To Obtain Credit Lines, Jury Told

    The former director of risk management at the fallen private capital fund Archegos told a Manhattan federal jury Monday that he lied to banks about the fund's portfolio to induce them to extend lines of credit at the direction of his former boss, Archegos Chief Financial Officer Patrick Halligan.

  • May 20, 2024

    Investor Group Wants Slowdown On Del. Corporation Law Bill

    Critics of a fast-tracked proposal to amend Delaware's General Corporation Law to give controlling stockholders wider influence or vetoes over some board decisions are urging the state's bar association to tap the brakes, following a Chancery Court decision striking down a Moelis & Co. stockholder agreement as flouting existing law.

  • May 20, 2024

    Chancery Preserves Most Of Super Group SPAC Suit

    A shareholder of a blank-check company who's suing its sponsor and top leaders in Delaware's Court of Chancery got the green light Monday to move ahead with most of his proposed class claims related to the SPAC's $4.75 billion merger with the online sports betting company that runs online casinos Betway and Spin.

  • May 20, 2024

    iRhythm Brass Face Suit Over FDA's Heart Monitor Inquiry

    Several current and former directors and executives of medical technology company iRhythm are named in a shareholder derivative suit alleging they failed to disclose an inquiry by the Food and Drug Administration that found iRhythm's heavily touted and high-cost real-time heart monitoring device failed to meet the company's claims.

  • May 20, 2024

    Ga. Accounting Firm Says UK Fintech Co. Suit Must Be Tossed

    Georgia-based accounting firm Frazier & Deeter LLC has asked a federal court to dismiss a lawsuit brought against it by U.K.-based fintech company Genesis Global Technology, which alleges it was forced to spend time and money redressing issues after the firm miscalculated the fair market value of its common shares in 2021.

  • May 20, 2024

    Insider Trader Settles With SEC Over Friend's ADI Tip

    A Massachusetts accountant who admitted to trading on inside information about Analog Devices Inc.'s plans to buy a California semiconductor company has settled related civil charges lodged by the U.S. Securities and Exchange Commission, according to a Monday filing in federal court.

  • May 20, 2024

    Catching Up With Delaware's Chancery Court

    Delaware was full of drama last week, as proposed changes to the state's corporate law statutes raised eyebrows and a professor's friend-of-the-court brief sparked a very unfriendly public exchange. Delaware's court of equity banged the gavel on pipeline and social media disputes, and shareholders filed new suits alleging insider trading, vote bungling, unfair stock buybacks and merger shenanigans. In case you missed any of it, here's the recap of all the top news last week from Delaware's Chancery Court.

  • May 20, 2024

    FDIC's Gruenberg To Resign In Workplace Report Aftermath

    Federal Deposit Insurance Corp. Chairman Martin Gruenberg committed Monday to resigning from his post amid continuing fallout from his agency's toxic workplace scandal, bending to mounting pressure for his exit.

  • May 17, 2024

    Aramark Spinoff Faces Investor Action Over Slow Growth

    Uniform supplier Vestis Corp. was hit with a proposed class action on Friday alleging that it concealed years of underfunding prior to being spunoff by Aramark last year, leaving it unable to grow its revenue and retain customers.

  • May 17, 2024

    Judge Doubts 9th Circ. Ruling Upends VC's Fraud Conviction

    A California federal judge appeared skeptical Friday of convicted self-described "millennial" venture capitalist Michael Rothenberg's renewed request for a new trial or acquittal in light of a recent Ninth Circuit decision clarifying "materiality" in the federal criminal fraud statutes, doubting that Rothenberg was prejudiced by jury instructions addressing materiality.

  • May 17, 2024

    Crypto Cos. Take SEC Cases To The Court Of Public Sentiment

    Mounting tension between the U.S. Securities and Exchange Commission and the cryptocurrency industry has led companies dealing in digital assets to toss the long-held practice of keeping notices of potential enforcement quiet and wear them as a badge of honor in the hopes of currying public favor.

  • May 17, 2024

    Judge Reluctantly Dismisses FirstEnergy Shareholder Suit

    An Ohio federal judge said Friday that he had no other choice but to dismiss a shareholder lawsuit filed against scandal-plagued utility FirstEnergy Corp., though his reluctance to do so was underscored by a lament that a $180 million settlement brokered in another courtroom left a "shroud of darkness" over a $1 billion bribery scandal. 

  • May 17, 2024

    Two Guilty Of Wire Fraud And Conspiracy In Forex Case

    A Colorado federal jury on Friday found two men guilty of wire fraud and conspiracy related to their work soliciting tens of millions of dollars from investors for their foreign exchange investment business.

  • May 17, 2024

    Kohl's Directors' Aversion To Sale Was Self-Serving, Suit Says

    A Kohl's shareholder has hit the retailer's brass with a derivative suit alleging they covered up the results of a disastrous shift in business strategy and takeover offers, all in a bid to protect their own positions.

  • May 17, 2024

    Peloton Says Investors Are 'Manufacturing' Bike Recall Suit

    Fitness equipment company Peloton urged a New York federal judge on Friday to toss a suit alleging it overstated the safety of its bikes before the U.S. Consumer Product Safety Commission recalled roughly 2.2 million Peloton products over a bike seat defect, saying the investors are trying to "manufacture" a case from a voluntary recall.

  • May 17, 2024

    Crypto Firms Back FIT 21 Legislation Ahead Of House Vote

    The advocacy group Crypto Council for Innovation gathered 60 industry signatories for a Friday letter to House leaders expressing support for an anticipated vote on a framework to regulate digital assets.

  • May 17, 2024

    Feds Say Crypto Scammer Gave Nod To 'Seinfeld' Gag

    The lie that the character George Costanza told on "Seinfeld" appears to have inspired a New York City fraudster, as federal prosecutors announced Friday that a Brooklyn man admitted to running a million-dollar crypto and real estate scam in part through a phony company called Vandelay Contracting Corp.

  • May 17, 2024

    Fla. Investor Says Mining Co. Froze His Shares In Costly Error

    An investor and former employee of a Canadian mining company alleged breach of fiduciary duty and negligence against the business, saying in a lawsuit in Florida federal court that he was wrongfully prevented from selling his shares and lost money when the stock price dropped following an unfavorable arbitration ruling.

  • May 17, 2024

    Dolce & Gabbana Sued Over 'Worthless' Digital Outfit NFTs

    Luxury fashion brand Dolce & Gabbana has been hit with a shareholder class action in New York federal court, alleging it sold consumers "essentially worthless" non-fungible tokens that it misrepresented as high-value and abandoned the project while retaining over $25 million that was used to fund it.

  • May 17, 2024

    Credit Suisse Can't Reverse $21.3M Biz Loss Denial

    Credit Suisse cannot carry forward $21.3 million in business losses from 2015-2017 to its 2018 Michigan tax return, a state appeals court said, letting stand a ruling that the bank miscalculated its business income from those years on its returns.

  • May 17, 2024

    Cantor, Lutnick Strike Deal With Window SPAC Investors

    Shareholders of a special purpose acquisition company that took a now-bankrupt smart window manufacturer public have reached a tentative agreement to settle their proposed Delaware Chancery Court class action against Cantor Fitzgerald LP and its billionaire chair and CEO Howard Lutnick.

  • May 17, 2024

    Pot Co. Can Amend Complaint Or Reply To Dismissal Motion

    A Michigan federal judge has given a cannabis company three weeks to either amend its complaint against a former business partner or respond to a motion to dismiss its claims that the former business partner sabotaged a project by convincing investors to put their money elsewhere.

  • May 17, 2024

    Industry Emboldened After Justices Galvanize Agency Attacks

    In the year since the U.S. Supreme Court said "extraordinary" and "far-reaching" attacks on administrative enforcers can skip agency tribunals and go straight to federal district court, ambitious challenges to regulatory powers are rapidly gaining traction, and the high court is poised to put them on an even firmer footing.

Expert Analysis

  • Ensuring Nonpublic Info Stays Private Amid SEC Crackdown

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    Companies and individuals must take steps to ensure material nonpublic information remains confidential while working outside the office, as the U.S. Securities and Exchange Commission continues to take enforcement actions against those who trade on MNPI and don't comply with new off-channel communications rules in the remote work era, say attorneys at BakerHostetler.

  • What Cos. Are Reporting Under New SEC Cybersecurity Rule

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    Four months after its effective date, 14 companies have made disclosures under the U.S. Securities and Exchange Commission's mandatory cybersecurity incident reporting rule, and some early trends are emerging, including a possible rush to file, say attorneys at Debevoise.

  • 10 Tips For ESG Disclosure Compliance In Private Funds

    Excerpt from Practical Guidance
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    As regulators increase scrutiny of misleading claims about environmental, social and governance investments, private fund sponsors should consider several practical tips for communicating accurately with potential investors, drafting comprehensive disclosures and establishing internal policies that can keep pace with evolving compliance requirements, says Jonathan Rash at Ropes & Gray.

  • Binance Ruling Spotlights Muddled Post-Morrison Landscape

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    The Second Circuit's recent decision in Williams v. Binance highlights the judiciary's struggle to apply the U.S. Supreme Court's Morrison v. National Australia Bank ruling to digital assets, and illustrates how Morrison's territorial limits on the federal securities laws have become convoluted, say Andrew Rhys Davies and Jessica Lewis at WilmerHale.

  • What FERC's Disclosure Demands Mean For Cos., Investors

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    Two recent Federal Energy Regulatory Commission orders reflect the commission's increasingly meticulous approach to reviewing corporate structures in applications for approval of proposed consolidations, acquisitions or changes in control — putting the onus on the regulated community to track and comply with ever-more-burdensome disclosure requirements, say attorneys at Willkie.

  • Corp. Transparency Act Could Survive 11th Circ. Several Ways

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    If the Eleventh Circuit upholds an Alabama federal court’s injunction against the Corporate Transparency Act, the anti-money laundering law could persist as a narrower version that could moot some constitutional challenges, but these remedies would likely generate additional regulatory or statutory ambiguities that would result in further litigation, say attorneys at Perkins Coie.

  • Del. Match.com Ruling Maintains Precedent In Time Of Change

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    Despite speculation that the Delaware Supreme Court could drive away corporations if it lowered the bar for business judgment review in its Match.com stockholder ruling, the court broke its recent run of controversial precedent-busting decisions by upholding, and arguably strengthening, minority stockholder protections against controller coercion, say Renee Zaytsev and Marc Ayala at Boies Schiller.

  • Macquarie Ruling Raises The Bar For Securities Fraud Claims

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    The U.S. Supreme Court's decision last week in Macquarie Infrastructure v. Moab Partners — holding that a U.S. Securities and Exchange Commission rule does not forbid omissions in company disclosures unless they render other statements false — is a major setback for plaintiffs pursuing securities fraud claims against corporations, say attorneys at Skadden.

  • First 10b5-1 Insider Trading Case Raises Compliance Issues

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    The ongoing case against former Ontrak CEO Terren Peizer is the U.S. Department of Justice's first insider trading prosecution based primarily on the filing of 10b5-1 plans, and has important takeaways for attorneys reviewing corporate policies on the possession of material nonpublic information, say attorneys at Cadwalader.

  • Series

    Whitewater Kayaking Makes Me A Better Lawyer

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    Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.

  • Del. Lessons For Director-Nominees On Sharing With Activists

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    The Delaware Chancery Court's recent decision in Icahn Partners v. deSouza finding that a director wasn't permitted to share certain privileged information with the activist stockholders that nominated him shows the need for companies to consider imposing appropriate confidentiality requirements on directors, say attorneys at Sullivan & Cromwell.

  • This Earth Day, Consider How Your Firm Can Go Greener

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    As Earth Day approaches, law firms and attorneys should consider adopting more sustainable practices to reduce their carbon footprint — from minimizing single-use plastics to purchasing carbon offsets for air travel — which ultimately can also reduce costs for clients, say M’Lynn Phillips and Lisa Walters at IMS Legal Strategies.

  • SEC Climate Rules Create Unique Challenges For CRE

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    The U.S. Securities and Exchange Commission's recently adopted final rules concerning climate-related disclosures for public companies are likely to affect even real estate companies that are not publicly traded, since they may be required to provide information to entities that are subject to the rules, says Laura Truesdale at Moore & Van Allen.

  • Oracle Ruling Underscores Trend Of Mootness Fee Denials

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    The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.

  • Traversing The Web Of Nonjudicial Grievance Mechanisms

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    Attorneys at Covington provide an overview of how companies can best align their environmental and human rights compliance with "hard-law" requirements like the EU's recently approved Corporate Sustainability Due Diligence Directive while also navigating the complex global network of existing nonjudicial grievance mechanisms.

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