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Capital Markets
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June 12, 2024
SPAC Dealmakers Expect Modest Pickup After Market Bottom
Market professionals expect a slow pickup in deals involving special-purpose acquisition companies starting in the second half of 2024, predicting on Wednesday that a leaner market will emerge following the recent crash and imposition of tighter regulations.
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June 12, 2024
Directors Of Defunct Med Tech SPAC Seek Toss Of Del. Suit
Directors of a special purpose acquisition company that merged with now-defunct medical technology company Better Therapeutics Inc. urged Delaware's Court of Chancery on Wednesday to toss a shareholder's suit about the $15 million de-SPAC merger, saying it wasn't like other problematic SPAC deals.
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June 12, 2024
QuantumScape Shareholders Seek Initial OK For $47.5M Deal
Investors of QuantumScape have asked a California federal judge to give the first green light to a $47.5 million settlement to end their class action suit, which alleged published articles revealed the company made false statements about the quality of its batteries and the tests it used to measure performance.
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June 12, 2024
Forte Biosciences Reaches $2M Deal To End Chancery Suit
Clinical-stage biopharmaceutical company Forte Biosciences has reached a multipart, $2 million concession-plus-cash settlement in Delaware's Court of Chancery with a private investment fund that ran a board proxy contest after its calls to liquidate the business were met with poison pill pushback.
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June 12, 2024
Freshfields Adds Ex-Kirkland, Davis Polk Attys In New York
Freshfields Bruckhaus Deringer LLP bolstered its corporate offerings in New York this week with M&A partner Joshua Ayal and capital markets partner Jacqueline Marino.
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June 12, 2024
Terraform To Settle With SEC For $4.5B After Fraud Trial
Crypto firm Terraform Labs has agreed to a $4.47 billion settlement with the U.S. Securities and Exchange Commission after a Manhattan jury found the firm and its founder Do Kwon liable for fraud in April.
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June 12, 2024
GameStop Raises More Than $2.1B In Share Sale
GameStop Corp. has raised over $2.1 billion as part of a share sale, with plans to use the proceeds for general corporate purposes such as future acquisitions or investments.
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June 12, 2024
Property Investor Special Opportunities Scraps IPO Plans
Special Opportunities REIT said on Wednesday its planned listing on the London Stock Exchange's standard segment has failed after the U.K. property investor was unable to raise the minimum £250 million ($321 million) needed to proceed with the float.
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June 11, 2024
Martin Shkreli Told To Hand Over Wu-Tang Album
A New York federal judge ordered Martin Shkreli on Tuesday to hand over any copies he might have of the Wu-Tang Clan's album he once bought before it was sold off by the federal government to settle a $7.3 million tab from Shkreli's criminal judgment on securities fraud.
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June 11, 2024
2nd Circ. Cites Macquarie In Booting Suit Over Go-Private Deal
The Second Circuit refused to revive a proposed class action accusing a real estate services provider of artificially depressing share prices, applying apparently for the first time the U.S. Supreme Court's Macquarie decision on alleged failures to disclose certain information.
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June 11, 2024
SIFMA, Missouri Seek Early End To Anti-ESG Rules Suit
The Securities Industry and Financial Markets Association and Missouri state officials have filed dueling summary judgment bids in SIFMA's suit over the state's anti-ESG rules for brokers and advisers, with SIFMA claiming the rules violate the First Amendment, and both sides painting the issue as a matter of states' rights versus federal preemption.
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June 11, 2024
Fed's New Internal Trading Policy Full Of Loopholes, Sens. Say
Sens. Elizabeth Warren, D-Mass., and Rick Scott, R-Fla., have called on Federal Reserve Board Chair Jerome Powell to repeal what they say is a "failed approach" to addressing allegedly illicit trading by Fed officials, saying the long-awaited policy is riddled with loopholes, contains weak penalties and requires no transparency for officials who violate the trading rules.
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June 11, 2024
Hedge Fund Anson Settles With SEC Over Cannabis Shorts
The American and Canadian entities overseeing hedge fund Anson Funds agreed on Tuesday to pay $2.25 million to end a U.S. Securities and Exchange Commission investigation into their allegedly hidden relationship with an activist investment firm that shorted a pair of cannabis stocks.
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June 11, 2024
HashiCorp Hit With Investor Suit Over $6.4B Sale To IBM
Software company HashiCorp Inc. and its board members face an investor suit seeking to halt an upcoming shareholder vote on a proposed $6.4 billion acquisition of HashiCorp by tech giant IBM, alleging the deal would unfairly benefit company insiders and hasn't been properly detailed in required filings.
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June 11, 2024
Travelers Says No Coverage For Investment Bank's Bond Row
A Travelers unit said it doesn't owe directors and officers coverage to an investment bank accused of misleading bondholders into investing in a sports complex development project, telling an Illinois federal court the policy bars coverage for claims arising from the bank's performance of services for a client.
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June 11, 2024
Ex-Kirkland Partner Gets Second Term As PCAOB Chair
The U.S. Securities and Exchange Commission announced Tuesday it has selected onetime Kirkland litigation partner and former Obama administration counsel Erica Y. Williams for a second term as chairperson of its Public Company Accounting Oversight Board, keeping her heading up the board through October 2029.
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June 11, 2024
Slow IPO Recovery Expected To Accelerate In 2025
More companies are preparing initial public offerings even as the pace of new listings has been slower than anticipated, experts said Tuesday, signaling that an IPO recovery is likely to accelerate next year after investors sort out November election results.
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June 11, 2024
FINRA Fines Brokerage TradeZero Over 'Finfluencer' Promos
The Financial Industry Regulatory Authority has fined broker-dealer TradeZero America Inc. $250,000 for allegedly failing to properly supervise its influencer partners, who promoted the firm on their social media accounts.
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June 11, 2024
Ga. Justices Disbar Atty For Unlawful Disbursement Of $2M
The Georgia Supreme Court on Tuesday disbarred an attorney who disbursed approximately $2 million of a digital asset trading company's funds, which had been intended for a bitcoin sale that never went through, into personal accounts controlled by her and her sister.
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June 11, 2024
Uniswap Taps Coinbase Atty To Be CLO As SEC Fight Looms
The firm behind decentralized marketplace Uniswap has brought on a senior Coinbase attorney and seasoned litigator to helm its legal operations as it stares down a potential enforcement action from the U.S. Securities and Exchange Commission.
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June 11, 2024
Archegos Boss Got Angry Over Bathroom Breaks, Jury Told
A former protégé of Archegos founder Bill Hwang told the Manhattan federal jury hearing the $36 billion market distortion case against Hwang on Tuesday that his former boss was so hands-on that he would get mad when workers used the bathroom.
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June 11, 2024
Raspberry Pi Debuts In London After Raising £166M
Technology company Raspberry Pi debuted to institutional investors on the London Stock Exchange on Tuesday after raising £166 million ($211 million) in a rare endorsement of the U.K. capital markets' fitness for technology companies.
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June 10, 2024
Voyager Crypto Investors Get Initial OK For $2.4M Deal
A Florida federal judge gave the first green light on Monday to a $2.4 million settlement reached between retired football star Rob Gronkowski, NBA player Victor Oladipo and NASCAR driver Landon Cassill and a class of Voyager Digital Holdings Inc. investors over claims that the men helped promote the failed cryptocurrency exchange.
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June 10, 2024
Gemini Says Jury Must Weigh Alleged 'Omissions,' Not Judge
Gemini Trust Co. has told a Manhattan federal judge that the U.S. Commodity Futures Trading Commission's claims that the crypto exchange omitted key information related to a proposed bitcoin futures contract isn't ripe for a pretrial decision because the claims involve "hotly disputed factual questions."
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June 10, 2024
Ex-LA Chinatown Bank CFO Gets 3 Years For Embezzlement
The former chief financial officer of a bank based in Los Angeles' Chinatown has been sentenced to three years in prison after pleading guilty to bank fraud for embezzling more than $700,000 from his employer.
Expert Analysis
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What Cos. Are Reporting Under New SEC Cybersecurity Rule
Four months after its effective date, 14 companies have made disclosures under the U.S. Securities and Exchange Commission's mandatory cybersecurity incident reporting rule, and some early trends are emerging, including a possible rush to file, say attorneys at Debevoise.
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Binance Ruling Spotlights Muddled Post-Morrison Landscape
The Second Circuit's recent decision in Williams v. Binance highlights the judiciary's struggle to apply the U.S. Supreme Court's Morrison v. National Australia Bank ruling to digital assets, and illustrates how Morrison's territorial limits on the federal securities laws have become convoluted, say Andrew Rhys Davies and Jessica Lewis at WilmerHale.
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Del. Match.com Ruling Maintains Precedent In Time Of Change
Despite speculation that the Delaware Supreme Court could drive away corporations if it lowered the bar for business judgment review in its Match.com stockholder ruling, the court broke its recent run of controversial precedent-busting decisions by upholding, and arguably strengthening, minority stockholder protections against controller coercion, say Renee Zaytsev and Marc Ayala at Boies Schiller.
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First 10b5-1 Insider Trading Case Raises Compliance Issues
The ongoing case against former Ontrak CEO Terren Peizer is the U.S. Department of Justice's first insider trading prosecution based primarily on the filing of 10b5-1 plans, and has important takeaways for attorneys reviewing corporate policies on the possession of material nonpublic information, say attorneys at Cadwalader.
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FDIC Bank Merger Reviews Could Get More Burdensome
Recently proposed changes to the Federal Deposit Insurance Corp. bank merger review process would expand the agency's administrative processes, impose new evidentiary burdens on parties around competitive effects and other statutory approval factors, and continue the trend of long and unpredictable processing periods, say attorneys at Simpson Thacher.
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Series
Whitewater Kayaking Makes Me A Better Lawyer
Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.
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This Earth Day, Consider How Your Firm Can Go Greener
As Earth Day approaches, law firms and attorneys should consider adopting more sustainable practices to reduce their carbon footprint — from minimizing single-use plastics to purchasing carbon offsets for air travel — which ultimately can also reduce costs for clients, say M’Lynn Phillips and Lisa Walters at IMS Legal Strategies.
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New Proposal Signals Sharper Enforcement Focus At CFIUS
Last week's proposed rule aimed at broadening the Committee on Foreign Investment in the United States' enforcement authority over foreign investments and increasing penalties for violations signals that CFIUS intends to continue expanding its aggressive monitoring of national security issues, say attorneys at Kirkland.
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Traversing The Web Of Nonjudicial Grievance Mechanisms
Attorneys at Covington provide an overview of how companies can best align their environmental and human rights compliance with "hard-law" requirements like the EU's recently approved Corporate Sustainability Due Diligence Directive while also navigating the complex global network of existing nonjudicial grievance mechanisms.
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Opinion
Post-Moelis Del. Corp. Law Proposal Would Hurt Stockholders
The proposed Delaware General Corporation Law amendment in response to the Court of Chancery's recent opinion in West Palm Beach Firefighters' Pension Fund v. Moelis would upend the foundational principle of corporate law holding that directors govern corporations in the interest of stockholders — and the potential harm would be substantial, say attorneys at Block & Leviton.
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At 'SEC Speaks,' A Focus On Rebuilding Trust Amid Criticism
At the Practising Law Institute's SEC Speaks conference last week, U.S. Securities and Exchange Commission leadership highlighted efforts to rebuild and restore trust in the U.S. capital markets by addressing investor concerns through regulatory measures and enforcement actions, emphasizing the need for cooperation from market participants, say attorneys at Perkins Coie.
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Practicing Law With Parkinson's Disease
This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.
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Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory
Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.
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Series
Playing Hockey Makes Me A Better Lawyer
Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.
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ESG Challenges In Focus After Sierra Club Opposes SEC Rule
The Sierra Club's recent objection to the U.S. Securities and Exchange Commission's climate-related disclosures for investors presents an unusual — pro-disclosure — legal challenge and an opportunity to take a close look at the varying critiques of ESG regulations, say Colin Pohlman, and Jane Luxton and Paul Kisslinger at Lewis Brisbois.