In an earlier post (here) entitled “Options Backdating: Sue the Gatekeeper,” I discussed a recent case where a company had sued its former accountant for the accountant’s options timing advice. It now appears, in addition to “sue the gatekeeper,” that “blame the gatekeeper” has emerged as a part of options backdating litigation.
Outside Directors: Optimal Insurance for Changing Liability Exposures
In a recent post on his SEC Actions blog entitled “Trends in Securities Class and Derivative Actions Suggest Proactive Steps for Directors and Officers” (here), Thomas Gorman of the Porter Wright law firm reviews a number of trends that potentially could threaten the interests of directors and officers. Gorman’s blog post references the
Backdating Case Last Rites Prove Premature
In an earlier post (here), I reported on the voluntary dismissal of the options backdating related derivative lawsuit that had been filed against Novellus Systems (as nominal defendant) and certain of its directors and offices. The May 7, 2007 press release (here) issued by Novellus’ defense firm, Morrison Foerster, referring
Final Act in Loss Mitigation Insurance Episode
In the final act in the unfolding of a scheme to use “insurance” to misrepresent the financial statements of Brightpoint, on May 25, 2007, a civil jury found against Brightpoint’s former risk manager, Timothy Harcharik, on claims of aiding and abetting civil securities laws violations. (Refer here and here for news coverage.)
The case
Dismissals: Granted and Denied
Add Bed Bath & Beyond to the growing list of companies whose options backdating related shareholders’ derivative lawsuits have been dismissed because of the plaintiffs’ failure to adequately plead demand futility. According to a May 22, 2007 article in the New York Law Journal (here), a New York Supreme Court Justice dismissed the
FCPA Follow-On Securities Settlement (and lots of other stuff, too)
In prior posts (most recently here), I have written about how the increased level of Foreign Corrupt Practices Act (FCPA) enforcement activity (about which refer here) can lead to heightened D & O risk. The risks arise not so much from the enforcement activity itself, but from the threat of follow-on civil actions.
The “Going Private” Wave and the Delaware Courts
If corporations domiciled in Delaware are going to be affected by the wave of “going private” transactions, then Delaware courts want to make sure that they set the ground rules. In a May 9, 2007 decision in the In re Topps Company Shareholders Litigation in the Delaware Chancery Court (opinion here), Chancellor Leo Strine
Paulson’s Initiatives and U.S. Capital Market Competitiveness
On May 17, 2007, Treasury Secretary Henry M. Paulson, Jr. announced (here) his latest "initiatives…to enhance U.S. capital market competitiveness." In a Financial Times op-ed piece published the same day (here), Paulson said the purposes of the initiatives were to "ensure we preserve an efficient financial reporting system that provides reliable
More Options Backdating Lawsuit Dismissals and Settlements
In prior posts, I have tracked options backdating lawsuit dismissals (refer here) and settlements (refer here). Over the last few days, a number of additional backdating-related lawsuit dismissals and a settlement have surfaced.
Here are the dismissals:
Computer Sciences Corp.: On March 26, 2007, the United States District Court for the Central District
If Foreign IPOs Are Booming, Do We Still Need Reform?
In recent months, several blue ribbon panels, concerned about the competitiveness of the U.S. securities markets, have proposed reforming U.S. securities regulation, on the theory that the regulatory burden that has driven overseas companies to list their shares outside the U.S. As I have discussed at length previously (most recently here), there are a