| 7/27/2010 |
Securities Litigation Update - FCPA Update: Implementation of U.K. Bribery Bill Postponed Until April 2011 |
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| Implementation of the U.K. Bribery Bill has been postponed for nine months while the government evaluates comments to the Bill raised by various business constituencies more |
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| 7/21/2010 |
Corporate and Securities Alert: The Dodd-Frank Act: Provisions Affecting Corporate Governance And Executive Compensation Disclosures For All Public Companies |
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| On July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. This legislation is primarily focused on bank reform — regulation and resolution of financial companies that pose systemic risk, banking regulatory reform, regulation of derivatives, and consumer financial protection. more |
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| 6/16/2010 |
Securities Litigation Update: SEC v. Jenkins: SOX 304 Clawback Requires Innocent CEOs and CFOs to Return Incentive-Based Compensation if the Company Restates Its Financials Due to "Misconduct" |
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| Securities Litigation Update: SEC v. Jenkins: SOX 304 Clawback Requires Innocent CEOs and CFOs to Return Incentive-Based Compensation if the Company Restates Its Financials Due to "Misconduct" more |
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| 4/6/2010 |
Securities Litigation Update: FCPA Update: Recent Prosecutions and New Enforcement Tools |
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| The past thirty days have underscored the redoubled efforts by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) to investigate and prosecute violations of the Foreign Corrupt Practices Act (FCPA or "Act"). more |
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| 1/21/2009 |
Securities Litigation Update—Must A Corporation Disclose Privileged Information To Avoid Prosecution, And If It Does So, Will It Be At The Mercy Of The Plaintiffs' Bar? – Recent Developments In DOJ Policy And Case Law |
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| Many boards and executives of corporations subject to criminal and civil regulatory investigations have grappled with the highly charged decision of whether to provide the government with privileged communications and attorney work product....
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| 1/13/2009 |
Costco Decision Could Significantly Change Scope of Attorney-Client Privilege |
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| The case of Costco Wholesale Corporation v. Superior Court, currently pending before the California Supreme Court, may dramatically affect the manner in which clients interact with and utilize their lawyers....
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| 12/8/2008 |
Securities Litigation Alert: Ninth Circuit Affirms District Court's Dismissal of Securities Class Action |
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| On November 26, 2008, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud lawsuit brought by Glazer Capital Management against InVision Technologies, Inc. and two of its executive officers....
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| 10/22/2008 |
Corporate and Securities Alert: M&A Development—Additional Guidance from the Delaware Chancery Court on MAE Clauses |
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| Hexion v. Huntsman provides lessons on what constitutes a Material Adverse Effect and the meaning of "reasonable best efforts" and "knowing and intentional breach."...
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| 8/11/2008 |
Corporate and Securities Alert: Auction Rate Securities—Recent Settlements with SEC and Other Regulators |
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| On August 7 and 8, the Securities and Exchange Commission announced settlements with Citigroup Global Markets and UBS Securities and UBS Financial Services Inc....
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| 3/24/2008 |
SOX Litigation-Hold Triggers — Public and Private Companies Susceptible to Criminal Prosecution for Obstruction of Justice |
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| Years after passage of the Sarbanes-Oxley Act of 2002, many companies still believe the Act applies uniquely to public companies.
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| 2/18/2008 |
Corporate and Securities Alert: Delaware Supreme Court Confirms Officers' Fiduciary Duties and Refines the Application of the Common Law Doctrine of Shareholder Ratification |
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| The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) – where the Court issued a rare reversal of a Court of Chancery decision – contains several noteworthy holdings on core corporate governance principles...
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| 1/28/2008 |
Securities Litigation Alert: The Foreign Corrupt Practices Act: The Next Corporate Scandal? |
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| As the stock option backdating cases wind down, what will be the next corporate scandal to gain widespread notoriety?
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| 10/10/2007 |
Securities Litigation Alert: Stoneridge Investment Partners LLC v. Scientific-Atlanta, Inc. |
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| On October 9, 2007, the United States Supreme Court heard oral argument in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., which centers on how wide a net plaintiffs may cast in securities class action suits.
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| 9/4/2007 |
Securities Litigation Alert: Insider Trading Is Back |
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| Most of the SEC enforcement actions brought this year against Wall Street professionals and corporate executives involve insider trading in advance of mergers and acquisitions.
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| 6/21/2007 |
Securities Litigation Alert: A Major Victory for Defendants in Securities Class Actions: Tellabs, Inc. v. Makor Issues & Rights, Ltd. |
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| On June 21, 2007, the U.S. Supreme Court handed down a decision that provides welcome news to any public company, officer or director facing the prospect of a securities class action lawsuit.
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| 6/20/2007 |
U.S. Supreme Court Reconciles Antitrust Law and Securities Regulation |
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| On June 18, 2007, in Credit Suisse Securities (USA) LLC v. Billing, the U.S. Supreme Court issued an important decision about the relationship between the federal antitrust laws and the federal securities laws
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| 5/24/2007 |
Antitrust Alert: Beware of HSR Filing Requirements for Option Exercises or Vesting of Restricted Stock |
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| This week the Federal Trade Commission obtained a $250,000 civil penalty against James Dondero, the operator of the Highland Capital hedge fund and a director of Motient Corporation, for making a late Hart-Scott-Rodino Act filing in connection with his 2005 exercise of options to acquire 10,000 Motient shares.
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| 4/12/2007 |
Securities Litigation Alert: Northern District of California Dismisses Shareholder Derivative Stock Options Backdating Case: In re CNET Networks, Inc., Shareholder Derivative Litig. |
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| In a detailed and thoughtful decision—and one that is certain to be cited frequently in the months ahead ? Judge William Alsup has dismissed a shareholder derivative complaint against various officers and directors of CNET Networks, Inc...
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| 3/30/2007 |
Securities Litigation Alert: Tellabs, Inc. et al. v. Makor Issues & Rights, Ltd., et al. |
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| On March 28, 2007, the United States Supreme Court heard oral argument in Tellabs, Inc., et al. v. Makor Issues & Rights, Ltd., et al., a case that promises to resolve a significant and long-standing disagreement among courts on interpretation of the requirement that plaintiffs in securities fraud actions plead a "strong inference" of scienter.
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| 2/12/2007 |
Securities Litigation Alert: First Delaware Decisions on Option Grant Dating: Ryan v. Gifford and In re Tyson Foods, Inc. Consol. Shareholder Litig. |
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| In two separate decisions issued on February 6, the Delaware Chancery Court weighed in for the first time on issues directly relating to the current wave of stock option matters.
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| 1/16/2007 |
Corporate and Securities Law Update - New HSR Thresholds and Waiting Periods Effective February 2007 |
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| The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase effective February 16 or 19, 2007 (depending on publication date), due to an annual adjustment mechanism that was created in the last round of amendments to the Act.
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| 9/27/2006 |
D&O Liability Insurance—Coverage Risks for Innocent Directors and Officers |
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| 8/22/2005 |
Corporate and Securities Law Update - California Supreme Court Decision Reduces Risk of Personal Unpaid Wage Liability for Officers and Directors of Troubled Companies |
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| The California Labor Code provides employees with a private right of action to recover unpaid wages against their employer. However, the relevant provisions of the Labor Code do not define who is an "employer."
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| 5/25/2005 |
Corporate and Securities Law Update - Regulation FD Enforcement Actions |
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| This memorandum summarizes the fact patterns of actions to present the application of Regulation FD in practical terms.
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| 2/14/2005 |
Recent Trends In Securities Litigation: Perspectives From Plaintiffs And Regulators |
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| The 2005 D&O Liability and Insurance Symposium in New York, sponsored by the Professional Liability Underwriting Society, featured a panel of top plaintiffs' lawyers,
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| 5/16/2003 |
M&A Development: Court Declares Certain Deal Protection Mechanisms Unenforceable |
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| In Omnicare, Inc. vs. NCS Healthcare, Inc., the Supreme Court of Delaware effectively warns M&A deal makers that overreaching deal protection mechanisms may be unenforceable.
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