Fried Frank discusses Delaware Appraisal Arbitrage as a New Activist Weapon

From 2004 through 2010, the number of appraisal petitions filed in Delaware rose and fell roughly in parallel with the overall level of merger activity, with appraisal rights being asserted in about 5% of the transactions for which they were … Read more

Wachtell Lipton discusses SEC Regulatory Guidance on Proxy Advisory Firms and Proxy Voting Responsibilities

Yesterday the Staff of the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued regulatory guidance (in the form of a user-friendly Q&A) concerning the proxy voting responsibilities of investment advisers (such as fund managers), the … Read more

Paul Weiss discusses Florida Court’s Dismissal of SEC Case Following Gabelli

In SEC v. Graham, 2014 WL 1891418 (S.D. Fla. May 12, 2014) (King, J.), a Florida district court held that SEC claims for injunctive relief, declaratory relief and disgorgement are subject to the same five-year statute of limitations as … Read more

Davis Polk discusses Trust-Preferred Securities and Involuntary Bankruptcy

The involuntary chapter 11 bankruptcy filing of American Bancorporation (“American”), commenced by a group of distressed debt investors holding American’s trust-preferred securities (“TruPS”), was upheld by the U.S. Bankruptcy Court for the District of Minnesota pursuant to an order entered … Read more

Sullivan & Cromwell discusses Proposed Regulation of Private Equity Investment in Insurers

SUMMARY

Citing a trend in recent years of private equity firms acquiring insurers, particularly life insurers writing fixed and indexed annuity contracts, the New York State Department of Financial Services on May 14, 2014 released for public comment proposed amendments … Read more

Paul Weiss discusses Claim Seeking Short-Swing Profit Disgorgement from IPO Underwriters

In In re Facebook, Inc., IPO Securities & Derivative Litigation, 2014 WL 1760332 (S.D.N.Y. May 2, 2014), the U.S. District Court for the Southern District of New York rejected the argument that underwriters and selling stockholders in an IPO … Read more