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Securities Regulation
Halliburton II and Market Efficiency
I agree with much that was said in earlier postings on the implications of Halliburton II going forward. We simply don’t know how lower courts will structure the price distortion inquiry, and if the mess the courts have made of …
Who Won with Halliburton?
Simple. The lawyers. Cases will take longer to settle, litigation will be prolonged, and the outcome will be more legal fees – with no indication that it will actually improve outcomes.
There’s a certain irony in all of this – …
Halliburton II: Where Do We Go From Here?
The recent all out, well-orchestrated effort in Halliburton II to reverse the “fraud on the market” presumption of reliance of Basic v. Levinson, 485 US 224 (1988), has clearly failed, but as we shall see, there is more to …
Halliburton II and Stare Decisis
For all the talk about market efficiency, and the dueling economic theories at the heart of the debate over the efficient capital markets hypothesis, Halliburton II ended up being decided on distinctly lawyerly grounds. Chief Justice Roberts’s opinion for the …
Winston & Strawn discusses Volcker Rule FAQs and Examination Procedures
Six months after issuing regulations to implement the Volcker Rule[1] (the “Rule”), the Federal Reserve Board, the other federal bank regulators and the Securities and Exchange Commission (the “Agencies”) on June 10 issued guidance on the Rule in the form …
The PSLRA Discovery Stay in Complex Litigation
The following post comes to us from Wendy Gerwick Couture, Associate Professor at the University of Idaho College of Law. It is based on her recent paper entitled “The PSLRA Discovery Stay Meets Complex Litigation: Five Questions Answered,” which is …
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 …
Simpson Thacher discusses PCAOB Auditing Standards
On June 10, 2014, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditing standard, as well as amendments to its existing auditing standards, designed “to strengthen auditor performance requirements in three critical areas that historically have represented increased …
The Marketplace of Ideas: Reflections on Halliburton II
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 …