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Securities
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September 03, 2024
$15M Class Atty Fee Sought In Microsoft-Activision Suit
Attorneys for Sweden's state pension fund manager have proposed a $15 million attorney fee for their investigation and intervention in a suit seeking Delaware Court of Chancery fixes for defects in some terms of Activision Blizzard Inc.'s $68.7 billion acquisition by Microsoft Corp. last year.
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September 03, 2024
Catching Up With Delaware's Chancery Court
Last week in Delaware's court of equity, an iconic rock band got a new member, former President Donald Trump's social media company escaped a contempt ruling, and litigation grew over Illumina Inc.'s $8 billion reacquisition of cancer-testing company Grail Inc. New cases touched on intellectual property, mergers, share transfers and dump trucks. In case you missed it, here's the latest from Delaware's Court of Chancery.
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September 03, 2024
$2.2M Bowling Co. Investor Settlement Gets Initial Green Light
A Maryland federal judge has preliminarily approved a nearly $2.2 million settlement ending a class action that alleged Bowl America's board of directors acted in bad faith when approving a merger with Bowlero Corp.
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August 30, 2024
Chancery Prunes $2.1M From Atty Fee Bid In Sculptor Merger
Class attorneys who helped secure a 14.4%, or $80.8 million, improvement in proceeds from Sculptor Capital Management's sale to Rithm Capital Corp. — plus a $6.5 million common fund — saw their $5.75 million fee proposal cut to $3.6 million in Delaware's Court of Chancery Friday.
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August 30, 2024
Semiconductor Co. Beats Investor Suit Over Failed $8B Merger
A California federal judge has dismissed a proposed investor class action filed over semiconductor company MaxLinear Inc.'s decision to cancel a planned $8 billion merger with Silicon Motion Technology Corp., finding investors' claims against the former can't stand because they held shares in the latter.
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August 30, 2024
5th Circ. Rejects SEC Whistleblower Award Calculation Appeal
The Fifth Circuit on Friday rejected petitions by two whistleblowers who allege that the U.S. Securities and Exchange Commission shortchanged them after they helped to uncover purportedly the largest fraud in Texas history, by a company that was driven into bankruptcy.
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August 30, 2024
CFTC Grants Clearing Status To Courtroom Foe Kalshi
The U.S. Commodity Futures Trading Commission has given the all clear for a division of derivatives startup Kalshi to serve as an intermediary in the swaps market, even as the pair continue to duke it out in court over the trading platform's rebuffed request to participate in the stalled elections betting market.
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August 30, 2024
Del. Judge Finds Exception To Absolute Litigation Shield
An "absolute litigation privilege" barring lawsuits targeting defamation related to court action in Delaware doesn't block involuntary LLC share repurchase demands triggered by a terminated subsidiary officer's alleged defamatory statements, a Delaware judge has ruled.
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August 30, 2024
Door-Maker Demands $10M In Excess Insurance At 4th Circ.
A door manufacturer pressed the Fourth Circuit to force an insurer to hand over $10 million in excess coverage in connection with a $39.5 million shareholder settlement over alleged lies to investors, arguing Friday that the matter was unrelated to other litigation and counts as a separate claim.
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August 30, 2024
Gaming Co. Exec Gets 6 Years For Fake IPO Claims, Theft
An executive of Carlyle Entertainment Ltd. has been sentenced to 72 months in prison for advertising a phony initial public offering and fraudulently misappropriating $3 million in investor funds for his personal use in a scheme that spanned six years.
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August 30, 2024
3 Atty Takeaways On What's Ahead As ERISA Turns 50
As the Employee Retirement Income Security Act turns 50 years old this Labor Day, attorneys reflecting on five decades of development of the federal employee benefits law see a complex path ahead for both litigation and policy. Here are three key takeaways from top attorneys on what’s next for ERISA on its golden anniversary.
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August 30, 2024
FINRA Dings Raymond James $2M Over Customer Complaints
Two Raymond James units will pay nearly $2 million to settle allegations from the Financial Industry Regulatory Authority that they didn't properly handle customer complaints or supervise mutual fund purchases.
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August 30, 2024
Off The Bench: NFL Lets PE In, Ex-NBA Pro Denies Agent Deal
In this week’s Off The Bench, the NFL shakes up its ownership rules and joins the rest of the pro sports world, while a former NBA player says his agency is trying to cling to him after he moved on. In case you were sidelined this week, Law360 is here to catch you up on the sports and betting stories that had our readers talking.
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August 30, 2024
Fla. Judge Won't Block Sale Of 18M Truth Social Co. Shares
A Florida judge on Friday denied a request by Donald Trump's Truth Social to block the sale of 18 million shares by two of the company's co-founders, finding that the company would not be irreparably harmed by having to rely on a damages remedy if the sale goes through.
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August 30, 2024
Fla. Investment Firm Head Cops To Role In Broker Scheme
The president of a now-shuttered Florida investment firm has admitted to helping an unregistered broker sell securities in exchange for rich commissions that were not disclosed to buyers.
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August 30, 2024
FTX Exec Drops Bid To Undo Plea Amid Partner's Indictment
Former FTX executive Ryan Salame is no longer seeking to vacate his guilty plea that he says Manhattan federal prosecutors induced with a false promise to halt a campaign finance probe into his partner Michelle Bond, though his claims that they broke their word will still be litigated before two different judges.
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August 30, 2024
Crypto Exchanges Illegally Took Facial Scans, Suits Say
Two cryptocurrency exchanges have been hit with proposed class actions in Illinois federal court alleging they unlawfully collected, stored, and disclosed users' facial geometry scans by making new customers go through a mandatory verification process in violation of Illinois' Biometric Information Privacy Act.
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August 29, 2024
Tesla, Elon Musk Beat Dogecoin Buyers' Fraud Suit, For Good
A New York federal judge on Thursday for the final time threw out a contentious lawsuit brought by Dogecoin investors accusing Elon Musk of manipulating the market so that he and Tesla could turn a profit on the meme-themed cryptocurrency.
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August 29, 2024
IBM Unit's Repurchase Not Blocked By Del. Litigation Privilege
An International Business Machines Corp. affiliate can enforce a stake repurchase option against a former executive suing the company, a Delaware judge ruled Thursday, saying statements he made in legal filings can trigger the repurchase provision in his nondisparagement agreement.
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August 29, 2024
Texas' Anti-ESG Law Is Unconstitutional, Green Biz Org Says
A sustainability-focused business group on Thursday sued Texas state officials in federal court seeking to block a law that restricts state investments with financial firms and businesses that want to reduce their reliance on fossil fuels.
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August 29, 2024
Starbucks Overpromised On 'Reinvention' Plan, Investor Says
Coffee chain Starbucks faces a proposed investor class action alleging it misled the markets about prospects for its so-called Triple Shot Reinvention strategy, hurting investors after trading prices for its shares slid when it announced disappointing quarterly results in April 2024.
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August 29, 2024
SEC Says PE Firm Ran $3.3M Real Estate Investment Scam
The U.S. Securities and Exchange Commission has filed a suit in California federal court accusing a private equity firm and its managing partner, who was previously convicted of financial crimes, of fraudulently raising $3.3 million through a Ponzi-like real estate investment scheme.
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August 29, 2024
SEC Slams Crypto Co.'s Bid To Curb Its Enforcement Powers
The U.S. Securities and Exchange Commission has moved to rid itself of a lawsuit that aims to limit its ability to oversee the crypto industry, telling a Texas federal judge that there is no evidence that the agency's staff was even aware of the startup that is suing to head off a non-existent enforcement action.
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August 29, 2024
Ex-SPAC Agrees To Face 'Springing Penalty' In SEC Case
Former blank check company National Energy Services Reunited Corp. has agreed to pay the U.S. Securities and Exchange Commission $400,000, with a potential additional penalty of $1.2 million if it doesn't undertake certain remediation efforts, over alleged financial reporting and controls failures stemming from its acquisition of 2 companies.
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August 29, 2024
Schwab's 'Cash Sweep' Paid For TD Ameritrade Buy, Suit Says
The Charles Schwab Corp. has been hit with a proposed class action in California federal court by three customers alleging that the investment bank obtains "outsized benefits" from its cash sweep programs and used a significant amount of the cash to finance its $26 billion acquisition of TD Ameritrade Holding Corp. several years ago.
Expert Analysis
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How 3 Recent High Court Rulings Could Shape Fintech Policy
The U.S. Supreme Court's recent decisions in Jarkesy, Loper Bright and Corner Post provide fintech companies with new legal strategies to challenge regulatory actions, but agency reactions to these rulings and inconsistent judicial interpretations could bring compliance challenges and uncertainties, says Amy Whitsel at FS Vector.
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2nd Circ. Case Reinforces Need For Advance Notice Bylaws
The Second Circuit's recent decision in Nano Dimension v. Murchinson illustrates that Section 13(d) of the Exchange Act is a square peg for a round hole, and that advance notice bylaws are far better at protecting against undisclosed coordination among activist shareholders, say attorneys at Morgan Lewis.
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What Cos. Should Note In DOJ's New Whistleblower Pilot
After the U.S. Department of Justice unveiled a new whistleblower pilot program last week — continuing its efforts to incentivize individual reporting of misconduct — companies should review the eligibility criteria, update their compliance programs and consider the risks and benefits of making their own self-disclosures, say attorneys at Skadden.
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Autonomy Execs' Acquittal Highlights Good Faith Instruction
The recent acquittal of two former Autonomy executives demonstrates that a good faith jury instruction can be the cornerstone of an effective defense strategy in white collar criminal cases, in part because the concept of good faith is a human experience every juror can relate to, says Sara Kropf at Kropf Moseley.
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Series
Teaching Scuba Diving Makes Me A Better Lawyer
As a master scuba instructor, I’ve learned how to prepare for the unexpected, overcome fears and practice patience, and each of these skills – among the many others I’ve developed – has profoundly enhanced my work as a lawyer, says Ron Raether at Troutman Pepper.
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SolarWinds Ruling Offers Cyber Incident Response Takeaways
The New York federal court's dismissal of all charges related to the 2019 Sunburst cyberattack is a devastating blow to the U.S. Securities and Exchange Commission's cybersecurity case against SolarWinds, but the well-reasoned opinion provides valuable lessons that may improve companies' defensive posture in the wake of a major cybersecurity incident, say attorneys at Troutman Pepper.
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3 Ways To Lower Insider Trading Risk After First 10b5-1 Case
In light of the U.S. Department of Justice's insider trading prosecution against the former CEO of Ontrack based on alleged abuse of a Rule 10b5-1 safe harbor plan — designed to allow executives to sell their companies' securities without liability — companies and individuals should take steps to avoid enacting similar plans in bad faith, say attorneys at Jenner & Block.
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Lawyers Can Take Action To Honor The Voting Rights Act
As the Voting Rights Act reaches its 59th anniversary Tuesday, it must urgently be reinforced against recent efforts to dismantle voter protections, and lawyers can pitch in immediately by volunteering and taking on pro bono work to directly help safeguard the right to vote, says Anna Chu at We The Action.
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Evolving Regulatory Oversight For AI And Asset Management
Attorneys at K&L Gates discuss the evolving regulatory and legislative landscape for artificial intelligence in the asset management industry, as the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission and Congress consider how to address potential investor protection and systemic risks associated with AI.
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3rd Circ. Ruling Shows Benefits Of IP Licenses In Bankruptcy
The Third Circuit’s recent ruling in Mallinckrodt’s Chapter 11 filing, which held that Mallinckrodt could sever its obligations to pay Sanofi royalties on sales of an autoimmune disease drug, highlights the advantages of structuring transactions as nonexclusive licenses for developers of intellectual property, say Gregory Hesse and Kaleb Bailey at Hunton.
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Series
A Day In The In-House Life: Block CLO Talks Problem-Solving
Amid the busy summer months, Block Inc. Chief Legal Officer Chrysty Esperanza chronicles a typical Wednesday where she conquered everything from unexpected fintech regulatory issues and team building to Bay Area commutes and school drop-off.
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Analyzing Advance Notice Bylaws On 'Clear' Or 'Cloudy' Days
In Kellner v. AIM ImmunoTech, the Delaware Supreme Court recently clarified the framework for judicial review of advance notice bylaws adopted, amended or enforced on "clear" or "cloudy" days, underscoring the responsibility of boards to ensure that their scope does not overreach or prevent the possibility of a contested election, say attorneys at Venable.
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Navigating Antitrust Considerations In ESG Collaborations
The intersection of ESG goals and antitrust laws presents a complex challenge for businesses and their counsel — but by creating clear frameworks for collaboration, adhering to established guidelines and carefully considering the competitive implications of their actions, companies can work toward sustainability while mitigating legal risks, say attorneys at Morgan Lewis.
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How To Grow Marketing, Biz Dev Teams In A Tight Market
Faced with fierce competition and rising operating costs, firms are feeling the pressure to build a well-oiled marketing and business development team that supports strategic priorities, but they’ll need to be flexible and creative given a tight talent market, says Ben Curle at Ambition.
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Jarkesy's Impact On SEC Enforcement Will Be Modest
Though the U.S. Supreme Court’s recent U.S. Securities and Exchange Commission v. Jarkesy decision found that fraud defendants have a constitutional right to a jury trial, the ruling will have muted impact on the agency’s enforcement because it’s already bringing most of its cases in federal court, say Jeremiah Williams and Alyssa Fixsen at Ropes & Gray.