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Securities
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June 26, 2024
11th Circ. Urged To Toss $62M Order Against Forex Co. CEO
An imprisoned former CEO of an investment company urged the Eleventh Circuit on Tuesday to toss a multimillion-dollar penalty against him obtained by the federal government, saying he never operated foreign exchange commodity pools and didn't invest borrowed funds on behalf of lenders.
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June 26, 2024
Judge Denies ConvergeOne Lenders' Bid To Halt Ch. 11 Plan
A Texas federal judge has rejected a request by a group of ConvergeOne lenders to stay a bankruptcy court's order approving an equity rights offering included in the information technology company's Chapter 11 plan, ending the spurned lenders' challenge to a deal they claimed ran afoul of bankruptcy rules.
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June 26, 2024
Gun Co. Co-Owner Tells Del. Justices That Partner 'Lied'
A joint owner of a gun manufacturing business who accused his partner of duping him out of his 50% stake told Delaware's Supreme Court on Wednesday that the partner — who won the case — had repeatedly "lied" during Chancery Court litigation, so the trial court's decision should be overturned.
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June 26, 2024
Big Banks Cleared Fed's Stress Tests, Despite 'Higher Losses'
The Federal Reserve said Wednesday that the nation's big banks have enough capital on hand to ride out a simulated recession, giving them passing marks in the latest round of stress tests as regulators debate tougher rules that could raise capital requirements further.
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June 26, 2024
Olo Moots Investor's Chancery Suit By Axing Free Takeover
Directors of New York-based online food-ordering venture Olo have mooted a proposed class challenge to a company stock buyback program by effectively barring moves that would give the company's top investor majority control of the business, Delaware's chancellor ruled on Monday.
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June 26, 2024
Investor Appeals Chancery Toss Of $2.4B SPAC Deal Suit
A stockholder of the blank-check company that took electric vehicle company Canoo Holdings Ltd. public in March 2021 has appealed to the Delaware Supreme Court the dismissal of his proposed Delaware Court of Chancery class action challenging the $2.4 billion deal.
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June 26, 2024
House GOP Gears Up For The End Of Chevron Deference
A new memo outlines how House Republicans are gearing up for the U.S. Supreme Court to potentially overturn the decades-old precedent that courts defer to agencies' interpretations of ambiguous statutes, as an opportunity to roll back the Biden administration's policies and reclaim Congress' power.
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June 26, 2024
Akerman Adds Foley Hoag Corporate Atty In DC
Akerman hired a competition counsel from Foley Hoag LLP in Washington who spent the past four and half years representing clients in a range of antitrust matters.
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June 26, 2024
UK Man Avoids Jail In $13M Whiskey, Wine Investment Scam
A London native was sentenced to three years of probation by an Ohio federal judge after pleading guilty to cold-calling elderly people and falsely promising large returns for investing in wine and whiskey.
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June 26, 2024
Archegos Duo Won't Testify In $36B Market Distortion Trial
The founder of Archegos and its former chief financial officer will not take the stand in their trial on charges they orchestrated a massive campaign to manipulate Wall Street stock prices, the pair told a Manhattan federal judge Wednesday.
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June 26, 2024
Crypto ATM Co. Coinme Taps MoneyGram Atty As Legal Head
Crypto exchange and kiosk operator Coinme has brought on the former general counsel at payments firm MoneyGram to head its legal and compliance departments, the firm said on Wednesday.
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June 25, 2024
Warhol, Monet Artwork Forfeited To US In 1MDB Clawback
Andy Warhol and Claude Monet paintings are among the items that will be forfeited to the United States as part of a deal resolving the government's civil complaints looking to recover assets allegedly related to money laundering by a Malaysian state-owned investment fund, according to a consent judgment entered Monday.
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June 25, 2024
Archer Aviation SPAC Deal Blasted As 'Sham' In Chancery Suit
Investors in a blank check company that took vertical takeoff-and-landing aircraft startup Archer Aviation Inc. public in 2021 have accused the venture, controlled by interests of billionaire Ken Moelis, of deceptively hyping its progress and prospects, according to a new Delaware Court of Chancery complaint.
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June 25, 2024
Coffee Chain Dutch Bros Beats Investor Suit For Good
A New York federal judge has dismissed with prejudice a suit alleging drive-through coffee chain Dutch Bros and two of its executives weren't honest with investors about the impact inflation was having on the company after its 2021 initial public offering, saying the shareholders have failed to plead any actionable misstatements or omissions.
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June 25, 2024
Adviser, Firm Owe SEC $425K For Mishandling Crypto Assets
A Florida federal judge on Tuesday approved approximately $425,000 in settlements in a suit by the U.S. Securities and Exchange Commission against an investment adviser and its owner, alleging they hid investment strategies and lost control of the firm's recordkeeping, preventing them from accessing crypto assets possibly worth $10 million.
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June 25, 2024
SEC Accuses Ex-CEOs Of Duping Market In $138M Offering
The U.S. Securities and Exchange Commission on Tuesday reached a $1 million deal with a company allegedly involved in a market manipulation scheme and also brought claims against the two former CEOs who allegedly led the scheme, which fraudulently raised $137.5 million from investors, according to the regulator.
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June 25, 2024
Cummins Brass Face Investor Suit For $2B Clean Air Act Deal
Executives and directors of engine manufacturer Cummins Inc. have been hit with a shareholder derivative suit accusing them of concealing the company's use of unlawful emissions control devices in certain engines, which eventually resulted in a record $1.68 billion fine against the company and more than $326 million in related payments.
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June 25, 2024
GOP Lawmakers Urge 8th Circ. To Quash SEC's Climate Rule
A group of 35 Republican lawmakers on Tuesday moved to weigh in on the consolidated challenge to the U.S. Securities and Exchange Commission's recently adopted climate disclosure rule, arguing that the Eighth Circuit should vacate the measure due to a lack of clear congressional authorization.
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June 25, 2024
Sarissa Capital, Founder Settle Bioverativ Suit In Del. For $40M
Remaining parties in a Delaware Court of Chancery class action over the $11.6 billion sale of biotech venture Bioverativ Inc. to Sanofi Inc. in 2018 have agreed to settle their outstanding claims for $40 million in cash, according to a stipulation filed with the court Tuesday.
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June 25, 2024
FTX Gets OK To Seek Creditor Votes On Ch. 11 Plan
Bankrupt cryptocurrency exchange FTX Trading Ltd. can seek creditor votes for its Chapter 11 plan after a Delaware bankruptcy judge said he would approve the debtor's disclosures after overruling several objections.
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June 25, 2024
Broker's Lax ACH Monitoring Led To $330K Theft, FINRA Says
A broker-dealer that was once a unit of Oregon-headquartered Umpqua Bank has agreed to pay $225,000 to the Financial Industry Regulatory Authority after self-reporting supervisory oversights that enabled unauthorized parties to siphon over $330,000 out of a customer's account.
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June 25, 2024
Chancery Tentatively OKs $15.5M Lordstown SPAC Suit Deal
A $15.5 million class settlement for a stockholder suit that challenged the special-purpose acquisition company deal that took Lordstown Motors Inc. public won tentative Delaware Court of Chancery approval Tuesday, conditioned on confirmation of one expense claim.
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June 25, 2024
Rocket Co. Shareholders Sue For Info On Take-Private Deal
Two Astra Space Inc. shareholders sued the satellite launch company seeking records concerning a take-private deal that has valued company stock at a discount, voicing suspicions that the merger was approved to squeeze out minority shareholders.
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June 25, 2024
Hedge Fund Exec Avoids Prison After Forex-Rigging Trial
The founder of U.K.-based Glen Point Capital on Tuesday was spared prison time following his conviction at trial for unlawfully manipulating the foreign exchange market in order to secure a $20 million payout for the hedge fund.
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June 25, 2024
Firm Accused Of Raising $12M On Fake Investment Claims
The U.S. Securities and Exchange Commission has sued an investment firm and its adviser over allegations they fraudulently raised $12.5 million from investors while claiming it had ties to an art investing platform and had a major accounting firm as its auditor.
Expert Analysis
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Binance Ruling Spotlights Muddled Post-Morrison Landscape
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.
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What FERC's Disclosure Demands Mean For Cos., Investors
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.
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Corp. Transparency Act Could Survive 11th Circ. Several Ways
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.
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Del. Match.com Ruling Maintains Precedent In Time Of Change
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.
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Macquarie Ruling Raises The Bar For Securities Fraud Claims
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.
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First 10b5-1 Insider Trading Case Raises Compliance Issues
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.
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Series
Whitewater Kayaking Makes Me A Better Lawyer
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.
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Del. Lessons For Director-Nominees On Sharing With Activists
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.
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This Earth Day, Consider How Your Firm Can Go Greener
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.
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SEC Climate Rules Create Unique Challenges For CRE
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.
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Oracle Ruling Underscores Trend Of Mootness Fee Denials
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.
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Traversing The Web Of Nonjudicial Grievance Mechanisms
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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An NYDFS-Regulated Bank's Guide To Proper Internal Audits
As certification deadlines for compliance with the New York State Department of Financial Services’ transaction monitoring and cybersecurity regulations loom, lawyers should remember that the NYDFS offers no leeway for best efforts — and should ensure robust auditing and recordkeeping processes for clients, say attorneys at Arnall Golden.
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Discord Stock Case Toss Means Little For Fraud Defendants
A Texas federal court’s recent dismissal of fraud charges related to a "pump and dump" scheme on Discord is an outlier after the U.S. Supreme Court scrapped the right-to-control theory of fraud last year, and ultimately won't deter the government from pursuing routine securities prosecutions, says William Johnston at Bird Marella.
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Opinion
Post-Moelis Del. Corp. Law Proposal Would Hurt Stockholders
The proposed Delaware General Corporation Law amendment in response to the Court of Chancery's recent opinion in West Palm Beach Firefighters' Pension Fund v. Moelis would upend the foundational principle of corporate law holding that directors govern corporations in the interest of stockholders — and the potential harm would be substantial, say attorneys at Block & Leviton.