Sky Blog
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. …
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 …
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 …
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 …
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 …
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 …
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 …
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 …
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 …
On May 6, 2014, the United States Court of Appeals for the Second Circuit held, in a case of first impression, that the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank precludes claims brought under the Securities …
In a recent speech [1], Andrew Bowden, Director of the SEC’s Office of Compliance Inspections and Examinations (“OCIE”), highlighted the OCIE staff’s findings from more than 150 exams of newly registered private equity fund managers conducted since the SEC’s inspection …
The following post comes to us from Renee M. Jones, Professor at Boston College Law School. It is based on her recent paper entitled “Unfit for Duty: The Officer and Director Bar as a Remedy for Fraud,” which is forthcoming …
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 …
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, “The (Questionable) Legality of High-Speed …
On May 7, the Fourth Circuit held that the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), did not apply in the context of a criminal prosecution for a violation …
The following post comes to us from Carlos Berdejo, Associate Professor at Loyola Law School. It is based on his recent paper entitled “Going Public After the JOBS Act,” which is forthcoming in the Ohio State Law Journal and is …
The following post comes to us from James F. Reda, Managing Director, Kimberly A. Glass, Principal, and David M. Schmidt, Senior Consultant, all in the HR & Compensation Consulting Practice at Arthur J. Gallagher & Co. It is based on …
The need for risk and compliance officers is skyrocketing as lenders and financial market participants remain under strict scrutiny in the wake of the 2008 financial crisis. J. P. Morgan Chase & Co. recently announced plans to add 13,000 officers …
The U.S. District Court for the Western District of Washington recently construed the terms of a customary loan agreement to preclude certain hedge funds viewed as “acquir[ing] distressed debt and engag[ing] in predatory lending” from voting on a debtor’s plan …
Two recent developments have changed the playing field of corporate governance: (1) the Delaware Chancery Court’s ruling this month on the use of a two-tier poison pill in the Sotheby’s case (and Sotheby’s quick and conciliatory settlement two days later, …