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Inflation Reduction Act
DOJ Sets its Sights on Antitrust Violations in the E-Commerce Marketplace
The Antitrust Division of the U.S. Department of Justice (Antitrust Division) continues to intensify and expand criminal enforcement of the antitrust laws. The results speak for themselves. In fiscal year 2014, the Antitrust Division collected $1.86 billion in fines and...
Justice Department Provides Cybersecurity Guidance
To listen to the podcast, please click here . In late April, the Department of Justice’s Cybersecurity Unit provided a set of voluntary best practices for companies faced with the prospect of data breaches. The DOJ’s best practices were expressly...
Supreme Court Clarifies Standard For Holding Issuers Liable Under The Securities Act Of 1933
In a highly-watched securities law decision, the United States Supreme Court yesterday ruled unanimously that opinion statements in public securities registration statements are not actionable under § 11 of the Securities Act of 1933 if the company had a “reasonable...
Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop
To listen to the podcast, please click here . In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on...
Second Circuit Overturns Insider Trading Convictions of Two Portfolio Managers
To listen to the podcast, please click here . In a blow to the Southern District of New York’s impressive run of insider trading convictions, the United States Court of Appeals for the Second Circuit held yesterday that insider trading...
Delaware Court Establishes "Taxonomy" For Controlling Stockholder Claims
In a recent decision, the Delaware Court of Chancery (Parsons, V.C.) dismissed a shareholder class action complaint alleging that a target company’s board of directors and private equity firm controlling stockholder breached their fiduciary duties by approving a merger that...
Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger
To listen to the podcast, please click here . In City of Providence v. First Citizens BancShares Inc. et al. , C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority...
Delaware Supreme Court Rules That Privileged Documents Must Be Produced To Shareholders Investigating Corporate Misconduct
The Delaware Supreme Court recently held that, in certain circumstances, shareholders may be able to obtain access to privileged, internal documents in order to investigate potential breaches of fiduciary duty. In Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust...
SEC Continues Crackdown on Investment Advisers
To listen to the podcast, please click here . The Securities and Exchange Commission (SEC) is continuing to pursue enforcement actions that focus on the accuracy and comprehensiveness of economic benefit disclosures – both to clients and in public filings...
Private Equity Fund Charged by SEC with Violation of the Pay-to-Play Rules for Investment Advisors
The Securities and Exchange Commission ("SEC") recently announced that it had charged TL Ventures, a Philadelphia-area private equity firm (the "Firm") with the first ever case involving a violation of the "pay-to-play rules," Rule 206 (4)-5. The Firm agreed to...
Delaware Court Clarifies Director and Officer Liability in M&A Transactions
In Chen v. Howard-Anderson , 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their decision-making was impacted by...
Second Circuit Clarifies the Limits on The Extraterritorial Application of U.S. Securities Laws
To listen to the podcast, please click here . On May 6, 2014, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of a putative securities class action brought by purchasers of foreign issued-securities on a foreign...
Delaware Supreme Court Confirms The Path to Business Judgment Review In Controlling Stockholder Transactions
To listen to the podcast, please click here . On March 14, 2014, the Delaware Supreme Court issued its eagerly-awaited decision in Kahn v. M&F Worldwide Corp. , No. 334, 2013 (Del. March 14, 2014). The Court affirmed the Chancery...
Second Circuit Reinforces High Pleading Burden for Director Duty of Oversight Claims
To listen to the podcast, please click here . In Welch v. Havenstein , No. 13-2648-cv, 2014 WL 322055 (2d Cir. Jan. 30, 2014) (summary order), aff’g In re SAIC Inc. Derivative Litigation , 948 F. Supp. 2d 366 (S.D.N.Y...
SEC Fraud Charges Against School District Demonstrate Increased Focus on Disclosure Compliance by Municipal Issuers
On July 29, 2013, the Securities and Exchange Commission announced that it had charged an Indiana school district and its underwriter with securities fraud for falsely stating in a 2007 offering document that the issuer was in compliance with its...