In a strongly worded November 28, 2011 opinion (here), Southern District of New York Judge Jed Rakoff rejected the proposed $285 million settlement of the enforcement action that the SEC brought against Citigroup Capital Markets. But while he emphatically rejected the proposed settlement, his opinion may also suggest how the SEC might salvage
Why M&A-Related Litigation is a Serious Problem
One of the most noteworthy recent trends in corporate and securities litigation has been the dramatic growth in the frequency of lawsuits relating to mergers and acquisitions activity. These lawsuits are not only becoming increasingly more common, but also increasingly more costly. The growth in this litigation activity has been so rapid that the significance
Court Rejects Rating Agencies’ First Amendment Defense
The rating agencies are not entitled to First Amendment protection for their ratings of securities backed by mortgages originated at defunct Thornburg Mortgage, a federal judge has ruled. In a massive 273-page November 12, 2011 opinion that addresses a number of issues involved with the defendants motions’ to dismiss the securities class action lawsuit filed
D&O Insurance: A Hornets’ Nest of Defense Cost Coverage Issues
Among the most contentious D&O claims issues are questions surrounding defense cost coverage, including in particular questions such as the allowable billable rates or the involvement of multiple firms. In a detailed November 8, 2011 opinion, Eastern District of California Judge Lawrence O’Neill, applying California law, addressed the hornets’ nest of problems involved when
D&O Insurance: Allegations Alone Insufficient to Trigger Exclusion
One of the thorniest D&O insurance coverage issues is the question of the applicability of a policy exclusion when coverage preclusive conduct has been alleged – but not proven. In a November 14, 2011 opinion (here), District of Oregon Judge Ann Aiken held that the mere allegations in the underlying claim, even if
SEC Releases Initial Report on the Dodd-Frank Whistleblower Program
Even thought the SEC’s final regulations for the Dodd-Frank whistleblower program just became effective on August 12, 2011, the agency has already filed its first report on the whistleblower program. Under Section 924(d) of the Dodd Frank Act, the SEC must report annually to Congress on its activities, whistleblower complaints and the agency’s response to
Guest Post: SEC and U.S. Exchanges Crack Down On Chinese and Other Reverse Merger Companies
Companies that obtained their listings on U.S. exchanges by way of a reverse merger with a publicly traded shell have been the focus of a great deal of scrutiny and even litigation in recent months, particularly with regard to Chinese reverse merger companies, as discussed here.
Reverse merger companies are also now the
A Time-Ripened Tale of Toxic Assets, a Corporate Spin-Out and a Failed Bank
Guaranty Bank of Austin, Texas’s August 21, 2009 closure is the fourth-largest bank failure during the current wave of bank failures and the tenth largest bank failure in U.S. history. The bank’s failure, which came just 15 months after its publicly traded holding company spun out of Temple-Inland, Inc., was, the Treasury Department Office of Inspector
Why There Aren’t Any Investor Lawsuits Yet Over the Olympus Accounting Scandal
For those of you who like me have been watching in disbelief as the accounting scandal engulfing Olympus Corp. has slowly unfolded like a slow-motion train wreck, I am sure you have many questions, but one that occurs to me in particular to ask is – why haven’t there been any lawsuits yet? After all, the company has
FDIC Failed Bank Litigation and the Insured vs. Insured Exclusion
An inevitable part of the current wave of bank failures has been the FDIC’s filing of lawsuits against former directors and officers of the failed institutions. And though the FDIC’s initiation of this litigation has been gradual, the lawsuits have now started to accumulate in significant numbers. And just as this FDIC litigation was