Securities Matters

[...] Last week we posted a summary of the Second Circuit’s decision in SEC v. Citigroup Global Markets, Inc.  This week, as a follow-up, we pose the [...]

[...] Wednesday’s decision by the U.S. Court of Appeals for the Second Circuit in the Citigroup case is significant because it clarifies the standards for judicial review [...]

[...] within their companies. Coincidentally, yesterday the U.S. Court of Appeals for the Second Circuit also issued its opinion in Liu v. Siemens AG, one of the cases mentioned in that post. [...]

[...] notably, the SEC has argued in an amicus brief filed with the U.S. Court of Appeals for the Second Circuit in Liu v. Siemens AG that its regulations under Dodd-Frank protect whistleblowers from [...]

[...] , in City of Providence v. First Citizens BancShares, Inc., Chancellor Andre Bouchard of the Delaware Court of Chancery held in a case of first impression that the board of a Delaware corporation may [...]

[...] Previously we have discussed Delaware court decisions upholding forum selection bylaws requiring suits involving a corporation’s internal [...]

[...] upon showing good cause.” Wal-Mart, 2014 Del. LEXIS 336, at *25.  The court upheld the Delaware Court of Chancery’s order requiring Wal-Mart to provide the shareholder plaintiff with documents [...]

[...] per se that would bar its application to a stock corporation as well. Last summer the Delaware Court of Chancery also upheld forum selection bylaws adopted by FedEx and Chevron that required [...]

[...] that a stock registration statement contains an untrue statement under Section 11 of the Securities Act, where the statement involves a matter of opinion. Must plaintiffs allege that the statement [...]

[...] sales could also constitute a potential violation of Section 5 of the Securities Act, which prohibits sales of unregistered securities.  This is because selling a security in a [...]

[...] , offerings must be made in accordance with the requirements of Section 3(a)(11) of the Securities Act of 1933, as amended, commonly known as the intrastate offering exemption, and Rule 147 under [...]

[...] ;has asserted claims for merely negligent violations of Sections 17(a)(2) and (3) of the Securities Act, instead of, or in addition to, claims for violations of Section 10(b) of the Securities [...]

[...] The Delaware Supreme Court’s decision in Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, [...]

[...] Written by Rich Kelly and Chip Phinney Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have [...]

[...] court, such as the Delaware Court of Chancery (see posts here and here). Last week the Delaware Supreme Court gave corporate management another potential tool for controlling the forum for [...]

[...] the footsteps of the decision by former Chancellor Leo Strine (now Chief Justice of the Delaware Supreme Court) in Boilermakers Local 154 Retirement Fund v. Chevron Corp., 73A.3d 934 (Del. Ch. 2013), [...]

[...] In its 2010 Morrison decision, the Supreme Court decided that Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) (“Section 10(b)”),only reaches “ [...]

[...] No. 34-64545, Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 (Aug. 12, 2011), at 76. Moreover, an audit and compliance employee need not [...]

[...] failure to file these reports on time is a violation of Sections 13 and 16 of the Securities Exchange Act of 1934, even if it was merely inadvertent, according to the SEC. Significantly, a [...]

[...] it means to be a “control person” for purposes of liability under Section 20(a) of the Securities Exchange Act. [...]

[...] ’s majority stockholder (and that stockholder’s sole owner) breached their fiduciary duties to a minority stockholder when they terminated his employment without a legitimate business [...]

[...] brought as class action lawsuits alleging that boards of directors breached their fiduciary duties by approving purportedly deficient proxy statement disclosures and claiming that [...]

[...] on how to protect themselves against lawsuits claiming that the directors breached their fiduciary duties by failing to ensure adequate corporate cybersecurity. They also review the principles [...]

[...] to improve board oversight of corporate cybersecurity to show that directors have met their fiduciary duties and how to ensure that directors and officers have adequate insurance coverage for  [...]

[...] disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment. In National Association of Manufacturers v. Securities [...]

[...] instead apply to all companies subject to the federal proxy rules. Congress, as part of the Dodd-Frank Act, mandated the proposed rules to provide shareholders with information regarding whether [...]

[...] factors, and their disclosures when there is a breach. SEC administrative proceedings. The Dodd-Frank Act gave the SEC increased power to bring administrative proceedings for securities violations, [...]

[...] is to insist that companies comply fully with the disclosure requirements imposed by the Dodd-Frank Act, Section 162(m) of the Internal Revenue Code, and other federal laws.  Once companies satisfy [...]

Last year, shareholders filed lawsuits challenging nearly 95% of public company M&A deals — a new high (or low) water mark and the fourth consec [...]

[...] law, and related topics. While continuing to blog about developments in securities and shareholder litigation and SEC enforcement, we will be adding more posts discussing public company reporting, [...]

[...] attention on the use of corporate bylaws and charters to establish the ground rules for shareholder litigation involving the corporation’s internal affairs. In ATP Tour, the Delaware Supreme [...]

[...] privileged communications by corporate counsel to widespread discovery in most shareholder litigation. Section 220 of the Delaware General Corporation Law Section 220 of the Delaware [...]

Last week, the SEC announced its largest-ever whistleblower award – more than $30 million.  Indeed, the SEC order in the case indicates that the [...]

In a number of recent posts (for example, here and here), we have highlighted the SEC’s whistleblower program, which offers awards of 10%-30% of the [...]

This summer the SEC and the Wall Street Journal have reported several noteworthy items concerning the SEC’s whistleblower program, one of the most c [...]

Yesterday’s post on the SEC’s whistleblower program discussed among other topics the question of whether the Dodd-Frank Act protects employee whis [...]

As we have noted in two recent items posted today and last week, the SEC has turned its spotlight on the municipal market, increasing its scrutin [...]

[...] continuing to blog about developments in securities and shareholder litigation and SEC enforcement, we will be adding more posts discussing public company reporting, disclosure, and [...]