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Securities
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October 17, 2024
Amgen Faces Derivative Suit In Del. Over Tax Disclosures
An Amgen Inc. stockholder has sued the company in Delaware's Court of Chancery seeking derivative recoveries for the multinational biopharmaceutical company from its directors and officers based on allegedly false and misleading statements regarding $10.7 billion in federal tax bills and penalties.
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October 17, 2024
FTC Admits Federal Court Merger Fights Are Usually Decisive
Federal Trade Commission complaint counsel has admitted a reality that the agency has long resisted: While federal court preliminary injunction fights are ostensibly meant only to pause a merger while a merits case plays out through an in-house court, the federal court case usually decides the transaction's fate.
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October 17, 2024
FTX Insider Cites 'Limited' Fraud Role In Bid To Avoid Prison
The former head of engineering at FTX asked a Manhattan federal judge to spare him prison time in light of his cooperation with prosecutors and what he said was a relatively "limited" role in the crypto exchange's billion-dollar fraud.
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October 16, 2024
TD Bank's $3B AML Deal Sparks Scrutiny Of Its Oversight
The long-standing, widespread compliance failures at the root of TD Bank's blockbuster $3 billion U.S. anti-money laundering settlement last week have stunned experts and brought tough punishment for the Canadian bank — but they're also raising questions about why regulators didn't act sooner.
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October 16, 2024
NY's Financial Regulator Releases AI Cybersecurity Guidance
New York's Department of Financial Services issued new guidance Wednesday intended to give state-regulated financial institutions an outline for protecting against cybersecurity risks posed by artificial intelligence.
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October 16, 2024
Chinese AI Co. Hit With Investor Suit Over Nasdaq Compliance
China-based artificial intelligence company Xiao-I Corp. was hit with a proposed investor class action in New York federal court alleging it downplayed increasing research and development costs that it was incurring, increasing the likelihood that it would fail to comply with the Nasdaq Stock Market's minimum price requirement after going public.
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October 16, 2024
Gatos Silver Investor Deal Gets Final OK, Attys Score $6M Fee
Attorneys from Bleichmar Fonti & Auld LLP, Wheeler Trigg O'Donnell LLP and The Schall Law Firm will receive over $6 million after representing investors in a settlement with precious metals company Gatos Silver Inc. over claims the company knowingly overstated expectations about the resources and reserves in its mine in Mexico.
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October 16, 2024
ConocoPhillips Targets Hedge Fund Over Del. Citgo Sale
ConocoPhillips has initiated a new lawsuit in Delaware in an attempt to preserve the value of Citgo's indirect parent company, PDV Holding Inc., for an upcoming auction aimed at satisfying Venezuelan debt, as Connecticut hedge fund Gramercy allegedly threatens to undermine the long-awaited Citgo sales process.
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October 16, 2024
3rd Par Funding Exec Admits To Racketeering In $100M Scam
The last member of the triumvirate behind Par Funding, a cash advance company that federal prosecutors say bilked investors out of $100 million, pleaded guilty to racketeering in Pennsylvania federal court Wednesday, just weeks before he was scheduled to stand trial.
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October 16, 2024
Atty Pressed On DMI Stock Drop Focus In Del. Merger Suit
A Delaware vice chancellor repeatedly pressed an attorney for shareholders of 3D printer manufacturer The ExOne Co. Wednesday on the relative importance of a stock drop experienced by acquirer Desktop Metal Inc. before and after shareholders voted on a $575 million merger.
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October 16, 2024
Banks Ditch Exchange's Boycott Conspiracy Suit At 2nd Circ.
The Second Circuit on Wednesday rejected a small trading exchange's effort to revive its claims that several major banks conspired to shut it out of the credit default swap market, saying the exchange failed to plausibly allege that the banks' conduct was the result of an unlawful agreement or conspiracy.
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October 16, 2024
Hawaii Utility Beats Investor Suit Over Wildfire, For Now
A California judge on Tuesday dismissed a shareholder suit filed against Hawaiian Electric Industries Inc. in the wake of a deadly fire on Maui in 2023, but will allow plaintiffs to amend their claims that the company failed to warn investors about its inadequate risk mitigation program.
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October 16, 2024
Pharma Co. Contractor Settles SEC Insider Trading Claim
An information technology consultant for a Massachusetts biopharmaceutical company will pay the U.S. Securities and Exchange Commission over $28,000 to resolve claims he immediately dumped shares of his client when he got wind of its yet-to-be announced plans for major layoffs.
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October 16, 2024
Ex-Pharma Co. Employee Traded On GSK Deal Info, SEC Says
The former director of analytical development at Canada-based drug company Bellus Health Inc. has agreed to pay the U.S. Securities and Exchange Commission over $120,000 to settle claims that he sold shares on nonpublic information about pharma giant GSK's impending takeover of his company, according to court filings.
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October 16, 2024
SEC To Settle Claims CBD Exec Took $13M From Hospital
The U.S. Securities and Exchange Commission is ready to make a deal with a former cannabidiol products executive accused of taking $13 million from a hospital after falsely promising to deliver urgently needed masks during the height of the pandemic.
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October 16, 2024
Alphatec Investor Seeks $9.5M Atty Fee After Chancery Win
A family office investment company that recently won a five-year battle over millions worth of securities purchase rights not honored by a surgical and medical device developer asked Delaware's Court of Chancery on Wednesday to shift more than $9.5 million in fees and expenses to the developer.
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October 16, 2024
NYSE Seeks To Curb Reverse Splits In Latest Crackdown
The New York Stock Exchange wants to limit companies' ability to rely on reverse stock splits to raise their share prices and avoid delisting, submitting a proposal shortly after regulators approved a Nasdaq plan to rein in such splits.
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October 16, 2024
SEC Data Contractor Faked Audit Certification, Feds Say
The CEO of a company that received roughly $11 million from the U.S. Securities and Exchange Commission to provide data infrastructure services was charged in D.C. federal court with creating a shell entity to fraudulently claim his business was certified for high-level reliability and security, prosecutors announced Wednesday.
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October 16, 2024
PE Firm Trashed Exec To Avoid Payout In $98M Deal, Suit Says
A Summit Partners affiliate and several executives concocted false allegations of misconduct to get out of fully compensating the owner of an investment management firm as part of an acquisition worth a reported $97.6 million, according to a complaint filed in Massachusetts state court.
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October 16, 2024
2 SDNY Terror Finance Cases Against Binance Stay Separate
Two suits claiming Binance unlawfully fostered terrorist activity, filed in the wake of the cryptocurrency platform's $4.3 billion settlement with the U.S. Department of Justice, will proceed separately in the Southern District of New York, a Manhattan federal judge said Wednesday.
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October 16, 2024
RTX To Pay $1B For Qatari Bribes And Defrauding US Gov't
RTX Corp. and its Raytheon subsidiary have agreed to pay approximately $1 billion and enter into two separate deferred prosecution agreements in connection with a bribery scheme to secure Qatari military contracts, as well as separate ploys to defraud the U.S. government in deals for Patriot missile and radar systems.
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October 16, 2024
US Fails To Revoke Bail Of Crypto Chief Wanted In Fraud Case
The U.S. government failed on Wednesday to keep the former chief executive of a $7.5 billion crypto-asset business in custody while he fights extradition for allegedly manipulating the market for his company's virtual tokens, as a judge deemed him a low flight risk.
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October 15, 2024
Conn. Trader Pilfered $4.1M From Struggling Firm, SEC Says
A Greenwich, Conn.-based investment adviser stole more than $4.1 million from a pair of investment funds he managed to help prop up his family's "expensive lifestyle" and counter his personal financial woes, including several tax liens and foreclosure attempts on his home, the U.S. Securities and Exchange Commission has alleged.
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October 15, 2024
Santander Settles Investors' Squeeze-Out Suit For $162.5M
Santander Consumer USA Holdings Inc. has agreed to shell out $162.5 million to put to rest stockholders' consolidated class action challenging a $2.5 billion minority squeeze-out merger, according to a stipulation filed Monday in Delaware's Court of Chancery.
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October 15, 2024
Exec's $77M WeWork Offer Was Stupid, Not Fraud, Jury Told
Counsel for the former CEO of real estate investment firm Arciterra told a Manhattan federal jury Tuesday his client was a fool for making what prosecutors described as a fake $77 million tender offer for a controlling stake in WeWork before its bankruptcy, but he wasn't trying to falsely pump up the coworking company's stock price.
Expert Analysis
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'Pig Butchering': The Scam That Exploits Crypto Confusion
Certain red flags can tip off banks to possible "pig-butchering," and with the scam's increasing popularity, financial institutions need to take action to monitor entry points into the crypto space, detect suspicious activity and provide a necessary backstop to protect customers, say Brandon Essig and Mary Parrish McCracken at Lightfoot Franklin.
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Opinion
Agencies Should Reward Corporate Cyber Victim Cooperation
The increased regulatory scrutiny on corporate victims of cyberattacks — exemplified by the U.S. Securities and Exchange Commission's case against SolarWinds — should be replaced with a new model that provides adequate incentives for companies to come forward proactively and collaborate with law enforcement, say attorneys at McDermott.
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9 Liability Management Tips As Debt Maturity Cliff Looms
As the debt maturity cliff swiftly approaches in this challenging environment, attorneys at Winston & Strawn highlight the top considerations for boards of directors and finance professionals to think about when structuring and executing liability management transactions, including reviewing capital structure, evaluating debt covenants, and more.
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How Transaction Lookbacks Can Guide Fintech Companies
As transaction lookbacks continue to be a key focus of enforcement actions, newer financial institutions like fintech companies should know they can benefit from proactively investigating their potential failure to identify suspicious activity, creating a compliance road map and building trust with regulators in the process, say attorneys at Jenner & Block.
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Firms Must Offer A Trifecta Of Services In Post-Chevron World
After the U.S. Supreme Court’s Loper Bright Enterprises v. Raimondo decision overturning Chevron deference, law firms will need to integrate litigation, lobbying and communications functions to keep up with the ramifications of the ruling and provide adequate counsel quickly, says Neil Hare at Dentons.
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5 Ways Life Sciences Cos. Can Manage Insider Trading Risk
In light of two high-profile insider trading jury decisions against life sciences executives this year, public companies in the sector should revise their policies to account for regulators' new and more expansive theories of liability, says Amy Walsh at Orrick.
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Series
A Day In The In-House Life: Narmi GC Talks Peak Productivity
On a work-from-home day in August, Narmi general counsel Amy Pardee chronicles a typical day in her life in which she organizes her time to tackle everything from advising on products and contract negotiations to volunteering and catching up on the New York Times crossword.
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How Ripple Final Judgment Fits In Broader Crypto Landscape
The Southern District of New York's recent $125 million civil penalty levied in U.S. Securities and Exchange Commission v. Ripple will have a broad impact on the crypto industry as it was the first to hold that blind sales of digital assets are not securities, even if deemed securities in other circumstances, say attorneys at BakerHostetler.
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5 Tips To Succeed In A Master Of Laws Program And Beyond
As lawyers and recent law school graduates begin their Master of Laws coursework across the country, they should keep a few pointers in mind to get the most out of their programs and kick-start successful careers in their practice areas, says Kelley Miller at Reed Smith.
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Series
After Chevron: SEC Climate And ESG Rules Likely Doomed
Under the U.S. Supreme Court's recent decision in Loper Bright, without agency deference, the U.S. Securities and Exchange Commission's climate disclosure and environmental, social and governance rules would likely be found lacking in statutory support and vacated by the courts, says Justin Chretien at Carlton Fields.
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Assessing Whether Jarkesy May Limit FINRA Prosecutions
The U.S. Supreme Court’s recent decision in Jarkesy v. U.S. Securities and Exchange Commission, holding that civil securities fraud defendants are entitled to jury trials, may cause unpredictable results when applied to Financial Industry Regulatory Authority prosecutions, say Barry Temkin and Kate DiGeronimo at Mound Cotton.
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Series
Being An Opera Singer Made Me A Better Lawyer
My journey from the stage to the courtroom has shown that the skills I honed as an opera singer – punctuality, memorization, creativity and more – have all played a vital role in my success as an attorney, says Gerard D'Emilio at GableGotwals.
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Amid SEC Rule Limbo, US Cos. Subject To ESG Regs In EU
Though the U.S. Securities and Exchange Commission is facing legal challenges to its climate-disclosure rulemaking, the implementation of the Corporate Sustainability Reporting Directive in the European Union will force U.S. companies to comply with exactly the kinds of ESG disclosures that are not yet mandated in the U.S., say attorneys at Squire Patton.
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How Law Firms Can Avoid 'Collaboration Drag'
Law firm decision making can be stifled by “collaboration drag” — characterized by too many pointless meetings, too much peer feedback and too little dissent — but a few strategies can help stakeholders improve decision-making processes and build consensus, says Steve Groom at Miles Mediation.
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6 Considerations To Determine If A Cyber Incident Is Material
The U.S. Securities and Exchange Commission's recent guidance on material cybersecurity incidents covers a range of ransomware scenarios, from a company paying a sum and regaining operations to recovering payment via cyberinsurance, but makes it clear that no single factor determines whether a cybersecurity incident is material, say attorneys at Troutman Pepper.