Securities

  • April 10, 2024

    FDIC Details Prep For Winding Down Failing Financial Giants

    The Federal Deposit Insurance Corp. on Wednesday laid out its most comprehensive overview to date of how it would seek to resolve a failing U.S. banking giant, a scenario that would make use of as-yet untested authorities put in place after the 2008 financial crisis.

  • April 10, 2024

    Beer Biz Investors Beg NC Justices To Clear Legal Haze

    Former shareholders looking to revive their fraud suit against the CEO of a beverage company and his wife asked the North Carolina Supreme Court on Wednesday to tie up an unsettled area of fiduciary law, saying a lower court's disparate jurisprudence "cries out" for clarity.

  • April 10, 2024

    6th Circ. Says Firm Owes Insurer Part Of Defense Bill

    A financial advisory firm's professional liability insurer had no duty to defend the company in underlying securities suits after underlying plaintiffs removed their common law violations, the Sixth Circuit ruled, further allowing the insurer to be reimbursed for some of its defense costs.

  • April 10, 2024

    DeFi Platform Uniswap Discloses SEC Enforcement Notice

    The firm behind decentralized crypto exchange Uniswap said on Wednesday that the U.S. Securities and Exchange Commission had notified the firm that it may soon face an enforcement case.

  • April 10, 2024

    NYSE Seeks To Provide SPACs More Time To Close Mergers

    A New York Stock Exchange proposal would provide special-purpose acquisition companies with six more months to complete mergers while remaining listed — assuming relevant parties have signed a definitive agreement before a three-year deadline — potentially providing market participants more flexibility to close deals.

  • April 10, 2024

    Class Attys Seek Big Payday For $100M Pattern Energy Deal

    Class attorneys are urging the Delaware Chancery Court to approve a $100 million settlement to end state and federal court litigation over Pattern Energy Group Inc.'s $6.1 billion go-private sale in 2020 and award them $26 million in fees for a deal they say is the largest of its kind in the Chancery's history.

  • April 10, 2024

    1st Circ. Says Appellant's Death Erases Conviction

    The First Circuit has vacated the stock fraud conviction of a biotech executive who died in prison, aligning itself with all the other federal circuits in adopting the longstanding principle that a defendant's death during a direct appeal of a conviction wipes out all the criminal proceedings from their inception.

  • April 10, 2024

    'Smart' Glass Maker View Escapes SPAC Merger Suit For Good

    "Smart" glass manufacturer View Inc. has permanently beaten a proposed investor class action over an internal probe it announced following its go-public merger with a special purpose acquisition company, with a California federal judge ruling that the lead plaintiff did not own View stock when the identified corrective disclosures occurred.

  • April 10, 2024

    Ex-BigLaw Atty In OneCoin Scam A Flight Risk, Feds Say

    A former Locke Lord LLP partner who was convicted of laundering proceeds from the OneCoin cryptocurrency scam has "every incentive" to flee the country, prosecutors told a New York federal judge, arguing he shouldn't be allowed to stay out on bail while his appeal is pending.

  • April 10, 2024

    Ginkgo Bioworks SPAC Investors Sue In Del. After Stock Drop

    Investors in the blank check company that took biotech firm Ginkgo Bioworks Inc. public in September 2021 have sued the venture's founders and insiders for unjust enrichment and fiduciary breaches in Delaware's Court of Chancery, alleging that the deal was propped up by false and misleading claims.

  • April 10, 2024

    PCAOB Fines KPMG, Deloitte Units $27M For Cheating Claims

    KPMG Netherlands and two Deloitte units will pay a combined $27 million to settle allegations from the Public Company Accounting Oversight Board of widespread answer sharing in their internal training programs, with KPMG's $25 million penalty marking the largest fine PCAOB has ever imposed.

  • April 09, 2024

    Six Firms Vie To Lead NY Community Bank Losses Suit

    Six firms seek to represent a proposed class of investors in a consolidated proposed class action alleging New York Community Bank misled investors about its struggles following its 2022 acquisition of Flagstar Bank and its 2023 acquisition of certain Signature Bank assets.

  • April 09, 2024

    Crypto Booster Says $1B SEC Fraud Suit Offends Free Speech

    The crypto founder known as Richard Heart told a federal judge in Brooklyn on Tuesday that the U.S. Securities and Exchange Commission violated his and others' free speech rights when it brought a case accusing him of selling $1 billion worth of unregistered digital asset securities across his projects and misappropriating customer assets.

  • April 09, 2024

    Crypto Trader Says $110M Mango Markets Trades Were Legit

    An attorney for a crypto trader accused of stealing $110 million from investors on the Mango Markets exchange through a market manipulation scheme told a Manhattan federal jury on Tuesday that his client was executing a legitimate trading strategy and had no intent to defraud anyone.

  • April 09, 2024

    Calif. AG Backs Bill To Revamp 'Abysmal' Corporate Penalties

    California Attorney General Rob Bonta gave his full support Tuesday to a state bill that would increase the cap on criminal penalties for corporate malfeasance from the "abysmal penalty" of $10,000 per felony to $25 million, or twice the value of the inflicted loss, and provide all proceeds to California's crime victim services.

  • April 09, 2024

    Hawaiian Electric Brass Hit With Suit Over Wildfire Preparation

    A Hawaiian Electric Industries Inc. shareholder has alleged in a derivative suit that the company's executives and directors knew that it was not prepared for last year's deadly Maui wildfire, which caused reputational and financial damage to the company.

  • April 09, 2024

    Former Pharma Exec Can't Oust Judge In Contempt Case

    A federal judge in Massachusetts on Tuesday denied what he called a "frivolous" motion to recuse himself from a criminal contempt proceeding against a former pharmaceutical executive who has acknowledged using an alias to flout an injunction banning him from working in the securities field.

  • April 09, 2024

    Nikola Investors' SPAC Fraud Suit Moves Ahead

    Board directors of electric truck maker Nikola Corp. and the blank-check company that took it public for $3.3 billion in 2020 must face shareholders' derivative claims of insider trading, securities fraud and merger-related breaches after Delaware's Court of Chancery on Tuesday denied more than half of the defense's motions to dismiss.

  • April 09, 2024

    Trump Media Co-Founders OK'd To Revise Share-Lockup Suit

    Two co-founders of Donald Trump's social media company won the go-ahead Tuesday to file a second amended, expanded complaint in the Delaware Chancery Court targeting the former president, Trump Media & Technology Group and its insiders for post-deal maneuvering to dilute and claw back their shares, among other claims.

  • April 09, 2024

    Biotech Co. Insiders Sued In Del. Over $200M PIPE Deal Gain

    Investors of clinical-stage pharmaceutical company Taysha Gene Therapies Inc. sued the company's directors and officers in Delaware Chancery Court to recover more than $200 million in damages on behalf of the company after its insiders allegedly wrongfully profited from a public equity sale.

  • April 09, 2024

    Treasury Proposes Long-Awaited Stock Buyback Tax Rules

    The U.S. Treasury Department proposed a pair of long-awaited rules Tuesday that detail the calculation and reporting of a new excise tax assessed to publicly traded corporations that recently bought back their own shares of stock on the open market.

  • April 09, 2024

    Fintech Investment Biz To Go Public Via $700M SPAC Merger

    Financial technology investment platform Linqto Inc., advised by Lowenstein Sandler LLP, on Tuesday unveiled plans to go public through a merger with blank-check company Blockchain Coinvestors Acquisition Corp. I, advised by Seward & Kissel LLP, in a deal valued at $700 million.

  • April 09, 2024

    Crypto Mining CEO's Asset Freeze Fight Axed At 11th Circ.

    An Eleventh Circuit panel has rejected a bid to lift an asset freeze by a man accused of running a crypto mining scheme, ruling U.S. financial industry regulators did not have to formally serve him before asking a court to block activity in his financial accounts.

  • April 09, 2024

    House GOP To Air Measure Rejecting SEC Climate Rule

    The U.S. House of Representatives' Financial Services Committee will hold a hearing Wednesday morning addressing the U.S. Securities and Exchange Commission's climate disclosure rules, where a leading Republican member of the committee is expected to put forth a resolution that would nullify the rules.

  • April 09, 2024

    $350M Google Privacy Settlement Receives Initial Approval

    A California federal judge on Tuesday gave the first green light to a $350 million settlement between Google's parent company, Alphabet, and investors over claims the company deceived them about a March 2018 software glitch that allegedly gave third-party app developers the ability to access the private profile data of 500,000 users of the Google Plus social media site.

Expert Analysis

  • Del. Dispatch: How Moelis Upends Stockholder Agreements

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    The Delaware Court of Chancery's Moelis decision last month upended the standard corporate practice of providing governance rights in stockholder agreements and adds to a recent line of surprising decisions holding that long-standing, common market practices violate Delaware law, say attorneys at Fried Frank.

  • Business Litigators Have A Source Of Untapped Fulfillment

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    As increasing numbers of attorneys struggle with stress and mental health issues, business litigators can find protection against burnout by remembering their important role in society — because fulfillment in one’s work isn’t just reserved for public interest lawyers, say Bennett Rawicki and Peter Bigelow at Hilgers Graben.

  • Wildfire Challenges For Utility Investors: Liability Theories

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    The greater frequency and scale of wildfires in the last several years have created operational and fiscal challenges for electric utility companies, including new theories of liability and unique operational and risk management considerations — all of which must be carefully considered by utility investors, say David Botter and Lisa Schweitzer at Cleary.

  • Under The Hood Of The SEC Securitization Conflict Rule

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    Elanit Snow and Julia Vitter of Proskauer consider the U.S. Securities and Exchange Commission's recently finalized rule that prohibits conflicts of interest in certain securitization transactions, uncovering what the new regulation does and doesn’t entail, why it was adopted, and how commenters' remarks affected the process.

  • Series

    Skiing Makes Me A Better Lawyer

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    A lifetime of skiing has helped me develop important professional skills, and taught me that embracing challenges with a spirit of adventure can allow lawyers to push boundaries, expand their capabilities and ultimately excel in their careers, says Andrea Przybysz at Tucker Ellis.

  • Can A DAO Be Sued? SDNY Case May Hold The Answer

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    A case pending in the Southern District of New York will examine whether decentralized crypto co-op MakerDAO is a partnership with the capacity to be sued in federal court, and the decision could shape how legal frameworks will adapt to accommodate blockchain technologies moving forward, say attorneys at Haynes Boone.

  • Tips For Counsel Seeking Balance In The ESG Political Divide

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    Corporate counsel tasked with navigating environmental, social and governance factors in the current polarized political environment should not lose sight of best practices, including sticking to what the law requires and always telling the truth, say Jennifer Rubin at Mintz and Mike Rider at ResMed.

  • Practical Steps For Navigating New Sanctions On Russia

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    After the latest round of U.S. sanctions against Russia – the largest to date since the Ukraine war began – companies will need to continue to strengthen due diligence and compliance measures to navigate the related complexities, say James Min and Chelsea Ellis at Rimon.

  • Opinion

    UK Whistleblowers Flock To The US For Good Reason

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    The U.K. Serious Fraud Office director recently brought renewed attention to the differences between the U.K. and U.S. whistleblower regimes — differences that may make reporting to U.S. agencies a better and safer option for U.K. whistleblowers, and show why U.K. whistleblower laws need to be improved, say Benjamin Calitri and Kate Reeves at Kohn Kohn.

  • Think Like A Lawyer: Forget Everything You Know About IRAC

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    The mode of legal reasoning most students learn in law school, often called “Issue, Rule, Application, Conclusion,” or IRAC, erroneously frames analysis as a separate, discrete step, resulting in disorganized briefs and untold obfuscation — but the fix is pretty simple, says Luke Andrews at Poole Huffman.

  • The Corporate Transparency Act Isn't Dead Yet

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    After an Alabama federal court's ruling last week rendering the Corporate Transparency Act unconstitutional, changes to the law may ultimately be required, but ongoing compliance is still the best course of action for most, says George Singer at Holland & Hart.

  • How Advance Notice Bylaws Are Faring In Del. Courts

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    Recent decisions make it clear that the Delaware Chancery Court is carefully reviewing public companies' amended advance notice bylaws in order to balance the competing interests of boards and shareholders, and will likely strike down bylaws that improperly interfere with stockholder franchises, say attorneys at Olshan Frome.

  • Employers, Prep For Shorter Stock Awards Settlement Cycle

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    Companies that provide equity compensation in the form of publicly traded stock will soon have one less day to complete such transactions under U.S. Securities and Exchange Commission and Nasdaq rules — so employers should implement expedited equity compensation stock settlement and payroll tax deposit procedures now, say attorneys at Morgan Lewis.

  • New FinCEN Guide Provides Useful BOI Context For Banks

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    Financial institutions should review a new Financial Crimes Enforcement Network compliance guide for helpful details about how the agency's beneficial ownership information database should be used, though questions remain about the access rule and whether it will truly streamline bank borrowers' Corporate Transparency Act due diligence, says George Singer at Holland & Hart.

  • Strategies For Single-Member Special Litigation Committees

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    The Delaware Supreme Court's recent order in the Baker Hughes derivative litigation allowing testimony from a single-member special litigation committee highlights the fact that, while single-member SLCs are subject to heightened scrutiny, they can also provide unique opportunities, says Josh Bloom at MoloLamken.

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