Plaintiff law firms continued to file lawsuits in connection with virtually every mergers and acquisitions transaction in 2012, according to an updated report from Cornerstone Research. The February 2013 report, which is entitled “Shareholder Litigation Involving Mergers and Acquistions” and which was authored by Robert M. Daines of Stanford Law School and Olga Koumrian of
Foreign-Domiciled Individuals and the FCPA’s Reach
Among the more controversial questions about the U.S.’s Foreign Corrupt Practices Act has been the extent of its reach in enforcement actions against foreign-domiciled individuals. Two recent decisions from the Southern District of New York reached differing conclusions about the statute’s reach. One case rejected the individual’s motion to dismiss the FCPA enforcement action, while
U.S. Supreme Court Rules Securities Class Action Plaintiffs Need Not Prove Materiality for Class Certification
In a much anticipated ruling in the Amgen securities class action litigation, the U.S. Supreme Court, in a 6-3 majority opinion written by Justice Ginsburg, held that a securities plaintiff is not required to prove that the allegedly misleading statements are material as a prerequisite to class certification. Justice Thomas, Scalia and Kennedy dissented. A
Delaware Chancery Court: A Sweeping Vision of Outside Directors’ Foreign Operations Oversight Responsibilities?
In the current global economy, many companies have operations and assets in far-flung corners of the world. These geographically dispersed arrangements have a number of implications for the concerned companies. According to a recent decision from the Delaware Court of Chancery, the arrangements may also have important implications of these companies’ outside directors, at least
FDIC: Improving Trend Gains Ground, “Problem Institutions” Persist
The improving trend that the banking industry has shown for the last three years accelerated in 2012, according the FDIC’s Quarterly Banking Profile for the final quarter of 2012, which was released on February 26, 2013. Overall, the industry reported 2012 earnings of $141.3 billion, which represents a 19.3 percent improvement over 2011 and the
Gupta Ordered to Repay Goldman Sachs $6.2 Million for Attorney’s Fees
By the time you read this blog post, you undoubtedly will have seen one of the stories in the mainstream media reporting on the February 25, 2013 decision of Southern District Court Jed Rakoff ordering former Goldman Sachs director Rajat Gupta to repay most of the legal fees the company incurred in connection with the
Will Cybersecurity Issues Drive the Next Big Securities Litigation Wave?
I am sure many readers were disturbed as I was by the February 19, 2013 New York Times article reporting that a Chinese army unit apparently has been executing a concentrated cyber-hacking program targeting U.S. companies and critical U.S. infrastructure. (The report of consulting firm Mandiant that was the basis of the Times article can be
Now Up: The “Third Wave” of Executive Compensation Litigation
The first wave of “say on pay” litigation involved lawsuits brought by shareholders following a negative advisory say on pay vote under the Dodd-Frank Act. The second wave of say on pay litigation, which picked up in 2012, involved plaintiffs’ efforts to enjoin upcoming shareholder votes on compensation or employee share plans on the
Guest Post: Cyber Risks: New Focus for Directors
I recently had a meeting with the board of a publicly traded company. Among the topics I knew that I would be asked to address at the board meeting is the growing risk of cyber liability. In my preparation for the board meeting, I came across a recent article by D&O maven Dan Bailey, a partner in
FDIC: Failed Bank and Failed Bank Litigation Update
The pace of bank closures has slowed to a trickle. There have only been three bank failures so far in 2013 (including one this past Friday evening, involving the Covenant Bank of Chicago, Illinois). But while bank failures have dwindled, the number of failed bank lawsuit filings has surged. On February 15, 2013, the