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Securities
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July 23, 2024
Capital One Card Holders Sue To Block Discover Merger
Capital One credit card holders launched a proposed class action seeking to block the company's $35 billion purchase of Discover Monday, claiming the acquisition will drive down competition and further consolidate the already-concentrated credit card market.
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July 23, 2024
India Eyes End Of Digital Tax For E-Commerce, But Not Ads
Foreign e-commerce companies would be exempted from India's equalization levy, a 2% digital tax, but online advertisers would continue to pay a 6% rate on gross revenues sourced to Indian customers under a budget bill presented Tuesday by the government.
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July 23, 2024
Senate Dems Roll Out Bill To Codify Chevron Deference
Sen. Elizabeth Warren, D-Mass., led a group of Democratic senators Tuesday in introducing a bill to codify the now-defunct doctrine of Chevron deference after it was struck down by the U.S. Supreme Court last month.
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July 23, 2024
Chamber Rips Multibillion-Dollar Atty Fee Bid In Musk Pay Suit
The nation's largest business organization has urged Delaware's Court of Chancery to adopt sweeping curbs to jumbo plaintiff attorney fee awards, declaring a multibillion-dollar fee bid following the cancellation of Tesla CEO Elon Musk's stock-based pay plan "shocks the conscience."
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July 23, 2024
Snell & Wilmer Hires Longtime Procopio Group Leader In Calif.
Snell & Wilmer LLP has hired a more than 20-year veteran of Procopio Cory Hargreaves & Savitch LLP who led his former firm's emerging growth and venture capital practice group in California.
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July 22, 2024
Actor, Promoter Cop To Forcount Crypto Ponzi Scheme
An actor who purported to be the CEO of Forcount Trader Systems Inc. and another promoter of the fake cryptocurrency outfit on Monday both admitted to defrauding investors out of millions of dollars through a Ponzi-esque pyramid scheme.
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July 22, 2024
Beauty Co. Misled Investors Ahead Of Its $424M IPO, Suit Says
Israeli beauty and wellness products company Oddity Tech Ltd. has been hit with a potential class action in New York federal court by an investor who alleges that the company overstated its artificial intelligence technology capabilities before its $424 million initial public offering last year.
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July 22, 2024
Investment Adviser Seeks To Ax Union Fund's Bad Advice Suit
A union pension fund that claims it lost $30 million due to bad investment advice it received in the mid-2010s missed its chance to challenge that advice, an investment advisory firm argued in California federal court, saying the fund blew past its deadline to sue and didn't qualify for an extension.
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July 22, 2024
Plantronics Investors Ink $29.5M 'Channel Stuffing' Sales Deal
Plantronics investors have asked a California federal judge to greenlight a $29.5 million settlement resolving their claims the company used unsustainable "channel stuffing" sales practices to deceptively boost revenues, which led to a drop in stock price when the tactic failed and was revealed to investors.
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July 22, 2024
Equifax Bracing For CFPB On Dispute-Handling, Coding Glitch
Equifax said Monday that the Consumer Financial Protection Bureau plans to pursue fines over the credit reporting giant's handling of consumer disputes and a separate, short-lived "coding issue" that affected some credit score calculations in 2022.
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July 22, 2024
Wells Fargo Flouted Director's Dignity, Jury Told In ADA Trial
Wells Fargo chose to lay off a longtime managing director to avoid dealing with his request to continue working from home to cope with his bladder and colon condition as the bank readied for a return to office after the pandemic, a federal jury in Charlotte heard Monday.
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July 22, 2024
Allarity Warns Of SEC Suit Over Cancer Drug Statements
Clinical stage pharmaceutical company Allarity Therapeutics informed investors Monday that the U.S. Securities and Exchange Commission is preparing to sue following an investigation into statements the company made as it sought approval for a new cancer treatment.
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July 22, 2024
Uber, Investors Ink $200M Deal To End 'Train Wreck' IPO Suit
Uber Technologies Inc. has agreed to pay $200 million to exit a class action accusing it of failing to inform investors about significant business risks tied to stalling growth and potential legal issues ahead of its $8.1 billion initial public offering in 2019.
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July 22, 2024
IDT, Founder Say Straight Path Suit Fizzle Warrants No Fee
Pointing to a Chancery Court finding of no damages after seven years of class litigation over a nearly $1.2 billion alleged liability, attorneys for IDT Corp. founder Howard Jonas on Monday urged a Delaware vice chancellor to reject a class attorney bid for a $9.5 million fee award.
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July 22, 2024
Ether ETPs To Begin Trading
A series of exchange-traded products holding the cryptocurrency ether are set to begin trading Tuesday, according to the exchanges listing the products.
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July 22, 2024
Chancery Ruling Denies Extra New Relic Doc Release Demand
Two shareholders of web analytics firm New Relic Inc. lost a Delaware Court of Chancery bid Monday for additional disclosures regarding the company's $6.5 billion, $87-per-share buyout by private equity firms Francisco Partners and TPG Capital LP, despite a magistrate's finding that the original, general demand was proper.
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July 22, 2024
Fifth Third Sued In $20M Escrow Dispute Over Dividend Solar
A private equity seller of a solar panel fintech lender that Fifth Third Bank bought in 2022 has sued the bank in New York federal court to free up $20 million in indemnity escrow funds that it alleges the bank has tried improperly to withhold over state investigations tied to the fintech.
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July 22, 2024
Boston Fund Can't Duck SEC's Unregistered Dealer Case
A Massachusetts federal judge on Monday kept alive U.S. Securities and Exchange Commission allegations that Boston investment firm Auctus Fund violated securities laws by failing to register as a broker-dealer when harvesting deeply discounted shares of cash-strapped public companies through debt agreements.
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July 22, 2024
Catching Up With Delaware's Chancery Court
A $6 million bank fee, a $42.5 million shopping mall deal, some questionable Amazon deliveries and long-ago expired ketchup: it was all part of the comings and goings in Delaware's Court of Chancery last week. New cases involved mining and cybersecurity companies, board takeovers, "weaponized" director election provisions, and legal fees following a $3.1 billion telecom merger. In case you missed it, here's the latest from the Chancery Court.
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July 22, 2024
SEC Launches Multiagency Fraud Council
The U.S. Securities and Exchange Commission has announced that it is creating the Interagency Securities Council, which will bring together federal, state and local regulatory and law enforcement professionals quarterly to discuss the latest in "scams, trends, frauds, and mitigation strategies."
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July 19, 2024
SEC Wins $1.1M Penalty Against Crypto CEO
A New York federal judge ordered the CEO of bitcoin mining firm MGT Capital Investments Inc. to pay a $1.1 million civil penalty for making misstatements in contribution to an alleged pump-and-dump scheme, even though the defendant had argued the impact of his statements on investors was negligible.
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July 19, 2024
SolarWinds' Ruling 'No Comfort' For Cybersecurity Leaders
Although a federal district court has struck down significant portions of the U.S. Securities and Exchange Commission's data breach case against software developer SolarWinds Corp., attorneys say what remains of the lawsuit gives "no comfort" to chief information security officers hoping to avoid similar suits over statements about their company's cybersecurity practices.
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July 19, 2024
Capital One Critics Lobby To Block 'No Good' Discover Deal
Critics of Capital One's planned $35 billion purchase of Discover Financial Services urged federal regulators on Friday to withhold approval for the tie-up, rejecting a landmark community benefits pledge for the merger as a fig leaf for what they said is really a "terrible, horrible, no good, very bad" megadeal.
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July 19, 2024
Heartland Investor Looks To Block $2B UMB Bank Takeover
A Heartland Financial USA investor sued the lender and several members of its top brass, along with UMB Financial Corp., in Colorado state court seeking to block UMB's $2 billion acquisition of Heartland, arguing that the deal undervalues Heartland by roughly $1.5 billion.
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July 19, 2024
Berkshire Bank Says It's Not At Fault For $90M Ponzi Scheme
Berkshire Bank asked a New York federal judge to toss a proposed class action seeking to hold it liable for providing financial services to a bankrupt local business person whom the investor accused of operating a $90 million Ponzi scheme, saying the investor does not show Berkshire did anything more than provide routine banking services.
Expert Analysis
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What 3rd Circ. Trust Ruling Means For Securitization Market
Mercedes Tunstall and Michael Gambro at Cadwalader break down the Third Circuit's March decision in Consumer Financial Protection Bureau v. National Collegiate Master Student Loan Trust, as well as predict next steps in the litigation and the implications of the decision for servicers and the securitization industry as a whole.
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Tips For Balanced Board Oversight After A Cyberincident
The U.S. Securities and Exchange Commission's cybersecurity disclosure rules, as well as recent regulatory enforcement actions bringing board governance under scrutiny, continue to push boards toward active engagement in relation to their cyber-oversight role, despite it being unclear what a board's level of involvement should be, say attorneys at Alston & Bird.
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Breaking Down DOJ's Individual Self-Disclosure Pilot Program
The U.S. Department of Justice’s recently announced pilot program aims to incentivize individuals to voluntarily self-disclose corporate misconduct they were personally involved in, complementing a new whistleblower pilot program for individuals not involved in misconduct as well as the government's broader corporate enforcement approach, say attorneys at Paul Weiss.
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Reverse Veil-Piercing Ruling Will Help Judgment Creditors
A New York federal court’s recent decision in Citibank v. Aralpa Holdings, finding two corporate entities liable for a judgment issued against a Mexican businessman, shows the value of reverse veil piercing as a remedy for judgment creditors to go after sophisticated debtors who squirrel away assets, says Gabe Bluestone at Omni Bridgeway.
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Address Complainants Before They Become Whistleblowers
A New York federal court's dismissal of a whistleblower retaliation claim against HSBC Securities last month indicates that ignored complaints to management combined with financial incentives from regulators create the perfect conditions for a concerned and disgruntled employee to make the jump to federal whistleblower, say attorneys at Cooley.
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Ensuring Nonpublic Info Stays Private Amid SEC Crackdown
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.
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What Cos. Are Reporting Under New SEC Cybersecurity Rule
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.
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10 Tips For ESG Disclosure Compliance In Private Funds
Excerpt from Practical Guidance
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.
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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.