Columbia Law School
Sky Blog
June 2014
Death by One Thousand Cuts
Ask any plaintiff’s lawyer about Halliburton II, and you will hear a predictable response: “Whew! We Dodged the Bullet!” But that is not entirely accurate. The bullet hit, but inflicted a non-fatal wound. Prior to Halliburton II, class …
The Mist of Halliburton II
The one point that is clear in Halliburton II is that fraud on the market is limited to securities traded in an “efficient market.” Unfortunately, it is not clear what significance to give this principle as the opinion sheds no …
Halliburton II: Who Won and Who Lost All Depends on What Defendants Need to Show to Establish No Impact on Price
Whether last week’s Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (June 23, 2014) (Halliburton II) was a victory for plaintiffs or for defendants remains to be seen. At issue is …
Halliburton II
The Supreme Court’s decision in Halliburton affirms a legal doctrine that for several decades has set the United States apart from most other countries. Lawyers who claim to represent enormous numbers of investors, most of whom have never met the …
K&L Gates discusses Use of Hedge Fund Stock Options
The Internal Revenue Service has issued Revenue Ruling 2014-18[1] (the “Ruling”) to clarify that stock options and stock-settled stock appreciation rights (“SARs”), properly designed, can be used as a form of compensation to managers of hedge funds and other “nonqualified …
Commissioner Stein discusses Regulatory Oversight and Systemic Risk
The following remarks were delivered by Commissioner Kara M. Stein of the U.S. Securities and Exchange Commission before the Peterson Institute for International Economics on June 12, 2014. A copy of the speech is also available here.
Thank you, …
Complex Risks, Disclosure Universes, and Modes of Information
The following post comes to us from Henry T. C. Hu, Professor at the University of Texas School of Law. It is based on his recent paper, “Disclosure Universes and Modes of Information: Banks, Innovation, and Divergent Regulatory Quests,” which …
Proskauer discusses Halliburton Case
The U.S. Supreme Court declined to abandon the efficient-market theory, with its rebuttable presumption of reliance that enables securities class actions to proceed without proof of actual reliance on alleged misrepresentations or omissions. However, the Court’s ruling in Halliburton Co. …
Bylaws Mandating Arbitration of Stockholder Disputes?
The following post comes to us from Claudia H. Allen, Partner and Co-Chair of the Corporate Governance Practice at Katten Muchin Rosenman LLP. It is based on her recent paper entitled “Bylaws Mandating Arbitration of Stockholder Disputes?,” which is forthcoming …
Dechert discusses SEC’s Settled Administrative Proceedings Against NYSE
The Securities and Exchange Commission (SEC or Commission) on May 1, 2014 announced a settlement (Settlement) with the New York Stock Exchange LLC and certain of its affiliates (collectively, the NYSE), addressing a variety of practices – including informational disparities …
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 …
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 …
Clawbacks, Compliance and Incentive Compensation: A Supplemental Approach
The following post comes to us from Michael W. Peregrine, Partner at McDermott Will & Emery, Andrew C. Liazos, head of McDermott’s executive compensation practice, and Timothy J. Cotter, Managing Director at Sullivan, Cotter, and Associates, Inc.
Governing boards should …
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 …
Morrison & Foerster discusses FINRA’s Proposed Amendments to the Corporate Financing Rule
In May 2014, the SEC approved FINRA’s proposed amendments to Rule 5110, commonly called the Corporate Financing Rule.[1] The Corporate Financing Rule addresses commercial fairness in underwriting and other arrangements for the distribution of securities. Rule 5110 provides for review …
Do Automated Trading Systems Dream of Manipulating the Price of Futures Contracts?
The following post comes to us from Gregory Scopino, Adjunct Professor of Law at Cornell Law School and Special Counsel with the U.S. Commodity Futures Trading Commission (CFTC). It is based on his recent paper, “Do Automated Trading Systems Dream …
Sullivan & Cromwell discusses Additional Concentration Limits on Large Financial Companies
On May 8, 2014, the Board of Governors of the Federal Reserve Board (the “FRB”) issued a notice of proposed rulemaking (the “Proposed Rule”) implementing the financial institutions concentration limit provision in new Section 14 of …
Andrews Kurth discusses Proposed Legislation Prohibiting Fee-Shifting Bylaws for Delaware Stock Corporations
Within weeks of the Delaware Supreme Court’s ATP Tour, Inc. v. Deutscher Tennis Bund decision[1] upholding the facial validity of a bylaw provision adopted by a non-stock corporation shifting attorneys’ fees and expenses to unsuccessful plaintiffs in intra-corporate litigation, the …
Confronting the Two Faces of Corporate Fraud
The following post comes to us from Miriam H. Baer, Associate Professor at Brooklyn Law School. It is based on her recent paper entitled “Confronting the Two Faces of Corporate Fraud,” which is forthcoming in the Florida Law Review and …