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Securities
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March 11, 2025
Zillow Investors Urge 9th Circ. To Uphold Class Certification
A class of Zillow Group Inc. investors told the Ninth Circuit to reject the property listing company's bid to overturn the class certification of their suit accusing the company of making misleading statements about its home-flipping program and causing stock prices to drop.
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March 11, 2025
BigLaw Firms Join To Support Del. Corporate Law Changes
Twenty-one law firms with Delaware corporate practices have jointly endorsed pending state legislation, S.B. 21, that aims to narrow stockholder avenues for challenging corporate acts and clarify the definition of company controllers.
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March 11, 2025
NYC Workers Can't Revive Fossil Fuel Divestment Challenge
A New York state appeals court refused Tuesday to reopen a lawsuit claiming several New York City pension plans unlawfully put politics over municipal employees' financial needs by divesting $3.9 billion from fossil fuels, backing a trial court's determination that the workers hadn't shown their benefits were affected.
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March 11, 2025
A Brief Look At Delaware's Divisive Corporate Law Bill
Delaware state Senate Bill 21, up for a Judiciary Committee vote on Wednesday, overturns some provisions of landmark state Supreme Court rulings, from Kahn v. M&F Worldwide Corp. in 2014 to In re Match Group a decade later, which call for plaintiff-friendly entire fairness review for controller transactions.
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March 11, 2025
US Atty, Ex-Cognizant Execs Can Delay FCPA Trial For 30 Days
A federal judge granted an adjournment of up to 30 days in the Foreign Corrupt Practices Act trial of two former Cognizant Technology Solutions Corp. executives to allow the newly anointed U.S. attorney for New Jersey to review the case.
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March 11, 2025
Brokers Fail To Address Liquidity Risks, City Watchdog Finds
The City watchdog has found that many brokers in Britain which trade in securities or commodities are failing to identify potential risks to their liquidity that could be sparked by crises in the markets such as war or a bank collapse.
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March 10, 2025
Illinois Judge Floats Sanctions In Akorn Mootness Fee Fight
An Illinois federal judge signaled Tuesday that he was open to sanctions including a mandatory violation disclosure against plaintiffs' counsel as he continues navigating a challenge to so-called mootness fees paid to settle and dismiss allegedly baseless Akorn Inc. merger disclosure suits.
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March 10, 2025
Real Estate Cos. Commingled $50M Investor Funds, SEC Says
A Washington, D.C., area man and dozens of companies under his control have agreed to pay a total of $3.3 million to settle U.S. Securities and Exchange Commission allegations they deceived their investors with improper accounting practices that involved commingling $50 million in earmarked money.
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March 10, 2025
Binance, Ex-CEO Urge Arbitration Of Crypto Investor Suit
Binance and its former CEO Changpeng Zhao asked a Florida federal judge to send a suit launched by a proposed class of investors to arbitration, arguing the suit's amended claims fall under the parties' arbitration agreement, and the investors cannot try to avoid arbitration by dropping one of the defendants.
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March 10, 2025
Masimo Founder Urges Toss Of 'Empty Voting' Suit
The founder of Masimo Corp. has urged a New York federal court to permanently toss the medical technology company's suit alleging he manipulated a shareholder vote, arguing that the suit fails to state a plausible claim under the Exchange Act.
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March 10, 2025
Alsup Refuses To Vacate Hearing Into OPM Mass Firings
U.S. District Judge William Alsup on Monday denied the Trump administration's request to vacate an upcoming evidentiary hearing into the U.S. Office of Personnel Management's mass firings of probationary federal employees, and required OPM director Charles Ezell to appear in person or else be deposed.
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March 10, 2025
Split SEC Pulls Subpoena Authority From Enforcement Head
A divided U.S. Securities and Exchange Commission on Monday withdrew a 15-year-old policy that allowed the director of enforcement to greenlight new investigations and approve the issuance of subpoenas, leaving the decision squarely in the hands of the agency's Republican majority.
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March 10, 2025
Tech Co. Beats Shareholder Suit Over Phony Amazon Reviews
A New York federal judge dismissed a securities class action against Chinese software company Tuya Inc., ruling that the registration statement for Tuya's initial public offering was not misleading for failing to disclose that some of its merchant customers procured fake reviews on Amazon.
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March 10, 2025
JPMorgan Sued Over $481M CMBS Loan With 'Inflated' Metric
Wells Fargo sued JPMorgan in New York federal court on Monday to make it pay up for a soured $481 million commercial real estate loan that it originated and securitized, allegedly based on "dramatically inflated" supporting financial data.
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March 10, 2025
All Agencies Trump Ordered To Drop DEI Must Heed Injunction
A preliminary injunction blocking President Donald Trump's executive orders axing diversity, equity and inclusion-related work applies equally to all executive agencies given directives to purge the programming, a Maryland federal judge said Monday.
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March 10, 2025
Calif. Pharma Exec Pleads Guilty To Insider Trading
A California medical doctor has pled guilty to insider trading in the securities of biopharmaceutical company Acadia Pharmaceuticals Inc. while serving on Acadia's drug safety team, admitting to trading on confidential information that helped him avoid $1.3 million in losses.
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March 10, 2025
OCC Nixes Supervisory Hurdle For Banks' Crypto Biz
The Office of the Comptroller of the Currency has told banks that they no longer need to obtain a nonobjection from the regulator to push forward with crypto plans, reaffirming interpretations issued under the first Trump administration and rescinding a Biden-era supervisory requirement for crypto activities.
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March 10, 2025
Del. Bar Panel OKs Corp. Law Bill To Curb Class Suits, Fees
A key panel of the Delaware's State Bar Association overwhelmingly approved on Monday a pending bill to put new constraints on corporate stockholder lawsuits, over objections that the measure will snuff out shareholder protections from conflicted boards and corporation controllers.
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March 10, 2025
2nd Circ. Won't Free Ex-JPMorgan Banker From Industry Ban
The Second Circuit on Monday upheld a lifetime investment advising ban against a former JPMorgan Chase & Co. and Perella Weinberg Partners investment banker convicted of insider trading, saying that the U.S. Securities and Exchange Commission presented substantial evidence demonstrating that the ban was appropriate.
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March 10, 2025
Ex-NFL Player Gets 2½ Years For $5.3M Ponzi Scheme
A former NFL linebacker was sentenced to two and a half years in prison Monday after pleading guilty to running a Ponzi scheme in which he bilked $5.3 million from investors who believed they were buying into luxury real estate and gold mines in Alaska and Ghana.
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March 10, 2025
MicroStrategy Seeks To Raise $21B To Buy More Bitcoin
MicroStrategy Inc. on Monday filed plans to raise up to $21 billion from equity sales in order to buy more bitcoin, potentially bolstering its stockpile of the flagship digital currency, represented by Latham & Watkins LLP and placement agents' counsel Davis Polk & Wardwell LLP.
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March 10, 2025
Money Manager Can't Block Alleged Client Poach, Judge Says
Connecticut investment firm TJT Capital Group LLC has not demonstrated that it will suffer irreparable harm without a temporary restraining order that bars a former member from using client information he allegedly misappropriated, a federal judge has ruled in denying the request.
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March 10, 2025
NJ Man Gets 18 Months In $50M Off-Road Tire Ponzi Scheme
A New Jersey man who pled guilty to wire fraud for his role in a $50 million Ponzi scheme in which he took investor money on the promise he could buy and resell off-the-road tires at a substantial profit has been sentenced to 18 months in prison.
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March 10, 2025
SEC Leaves Meme Coin Fraud For Other Cops To Chase
The U.S. Securities and Exchange Commission staff's decision to say that so-called meme coins are beyond the agency's purview is a welcome change from past practices, experts say, but the devil is in the details when it comes to policing fraud and helping consumers recover when projects go bust.
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March 10, 2025
Colo. Justices To Weigh Attys' Duties When Borrowing Claims
Colorado justices will consider if and when attorneys can borrow claims from other lawsuits and still satisfy their personal duty to conduct a "reasonable inquiry" under professional rules, according to an order on Monday agreeing to hear a telecommunications company's challenge to a stockholder suit.
Expert Analysis
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Takeaways From CFTC's Private Fund Rule Amendments
The U.S. Commodity Futures Trading Commission's recently adopted amendments to Rule 4.7 of the Commodity Exchange Act ensure that investors in the complex derivatives markets receive relevant and comprehensive information, and further align suitability criteria for investors in private funds, says Rita Molesworth at Willkie.
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Series
Collecting Rare Books Makes Me A Better Lawyer
My collection of rare books includes several written or owned by prominent lawyers from early U.S. history, and immersing myself in their stories helps me feel a deeper connection to my legal practice and its purpose, says Douglas Brown at Manatt Health.
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Rethinking How To Engage Shareholders, Activists Via Proxies
This proxy season, companies should consider visually driven proxy statements that highlight the board's strengths, the alignment between executive compensation and performance, and a commitment to sustainability and risk management to earn the support of investors and fend off hostile acquirers, say Craig Clay and Ron Schneider at DFIN.
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Opinion
Judge Should Not Have Been Reprimanded For Alito Essay
Senior U.S. District Judge Michael Ponsor's New York Times essay critiquing Supreme Court Justice Samuel Alito for potential ethical violations absolutely cannot be construed as conduct prejudicial to the administration of the business of the courts, says Ashley London at the Thomas R. Kline School of Law of Duquesne University.
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A Look At Collateralized Loan Obligations Post-Reform
The Financial Stability Board's recent report on global securitization reforms, analyzing resilience trends in the collateralized loan obligation market post-2008, suggests that, while risk retention rules have a limited impact on observable characteristics, other structural features play a significant role in ensuring risk alignment, says Kos Vavelidis at DLA Piper.
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What Day 1 Bondi Memos Mean For Corporate Compliance
After Attorney General Pam Bondi’s flurry of memos last week declaring new enforcement priorities on issues ranging from foreign bribery to diversity initiatives, companies must base their compliance programs on an understanding of their own core values and principles, says Hui Chen at CDE Advisors.
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Lights, Camera, Ethics? TV Lawyers Tend To Set Bad Example
Though fictional movies and television shows portraying lawyers are fun to watch, Hollywood’s inaccurate depictions of legal ethics can desensitize attorneys to ethics violations and lead real-life clients to believe that good lawyers take a scorched-earth approach, says Nancy Rapoport at the University of Nevada, Las Vegas.
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SEC Motion Response Could Reveal New Crypto Approach
Cumberland DRW recently filed to dismiss the U.S. Securities and Exchange Commission’s enforcement action against it for the unlawful purchase and sale of digital asset securities, and the agency's response should unveil whether, and to what extent, the Trump administration will relax the federal government’s stance on digital asset regulation, say attorneys at O'Melveny.
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3 Ways Trump Can Nix SEC's Climate Disclosure Rules
Given President Donald Trump's campaign statements and agency appointments, it's likely that his administration will try to annul the U.S. Securities and Exchange Commission's climate disclosure rules, but his options for doing so present unique opportunities and challenges, with varying levels of permanence and impact, say attorneys at DLA Piper.
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Del. Ruling Further Narrows Scope Of 'Bump-Up' Exclusion
The recent Delaware Superior Court ruling in Harman International v. Illinois National Insurance offers a critical framework for interpreting bump-up exclusions in management liability insurance policies, and follows the case law trend of narrow interpretation of such exclusions, says Simone Haugen at Tressler.
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Perspectives
Accountant-Owned Law Firms Could Blur Ethical Lines
KPMG’s recent application to open a legal practice in Arizona represents the first overture by an accounting firm to take advantage of the state’s relaxed law firm ownership rules, but enforcing and supervising the practice of law by nonattorneys could prove particularly challenging, says Seth Laver at Goldberg Segalla.
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Expect Scrutiny Of Banks To Persist, Even Under Trump
Although the change in administrations brings some measure of uncertainty as to the nature of bank compliance oversight, if regulators in Washington, D.C., attempt to dilute the vigilance of federal superintendence, the states are waiting in the wings to fill the void, say attorneys at Polsinelli.
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The Post-Macquarie Securities Fraud-By-Omission Landscape
While the U.S. Supreme Court's 2024 opinion in Macquarie v. Moab distinguished inactionable "pure omissions" from actionable "half-truths," the line between the two concepts in practice is still unclear, presenting challenges for lower courts parsing statements that often fall within the gray area of "misleading by omission," say attorneys at Katten.
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AI Will Soon Transform The E-Discovery Industrial Complex
Todd Itami at Covington discusses how generative artificial intelligence will reshape the current e-discovery paradigm, replacing the blunt instrument of data handling with a laser scalpel of fully integrated enterprise solutions — after first making e-discovery processes technically and legally harder.
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When Innovation Overwhelms The Rule Of Law
In an era where technology is rapidly evolving and artificial intelligence is seemingly everywhere, it’s worth asking if the law — both substantive precedent and procedural rules — can keep up with the light speed of innovation, says Reuben Guttman at Guttman Buschner.