Regulatory Enforcement

A recent Delaware Chancery Court decision raises questions about several well-established merger transaction procedures that prior court rulings had viewed favorably. In the case, In re TeleCommunications Inc. Shareholders Litigation, the court allowed a challenge to a 1998 merger between TCI and an AT&T subsidiary to go to trial, citing “genuine issues” about whether the […]

Securities law streaked across the stage of the U.S. Supreme Court earlier this month, as lawyers argued in front of the justices about whether certain state securities-fraud class action suits are still valid despite a 1998 federal law intended to curb such disputes at the state level. The case, Merrill Lynch v. Dabit, is the […]

A federal appeals court has sounded the first sour note for overseas employees who blow the whistle on corporate fraud: The Sarbanes-Oxley Act does not protect them from retaliation. Earlier this month, the 1st Circuit Court of Appeals ruled that a citizen of Argentina who worked for a subsidiary of U.S.-based Boston Scientific Corp. could […]

T hree recent federal court decisions have sent a sharp reminder that corporate directors and officers must all hang together figuratively—or insurers might force them to all hang together legally. In all three cases, one person’s false statement invalidated director and officer insurance protecting everyone else on the board. The decisions underscore the need for […]

Has Corporate America finally cleaned up its act? The number of class-action shareholder lawsuits filed last year fell to only 176, a 17 percent drop from 2004 and well below average for the last decade, according to a new report from Stanford Law School and Cornerstone Research. Investor losses related to these lawsuits decreased by […]

Federal regulators and plaintiffs’ lawyers are reportedly setting their sights on a prominent Chicago law firm responsible for the loan documents that allegedly allowed the former CEO of the commodities trading firm Refco to hide hundreds of millions in customer losses. Wycoff The possible implication of the venerable law firm, Mayer Brown Rowe & Maw, […]

The Securities and Exchange Commission kicked off 2006 with a public declaration of its standards for levying fines on public companies that violate securities laws. But while the SEC said the move aims to set out objective standards that it will use in levying penalties, some experts say the guidelines may not actually offer companies […]

California-based companies beware: An appeals court in that state has held that California’s plaintiff-friendly insider trading law can be applied to a company that is incorporated in Delaware. Typically, a principle called the “internal affairs doctrine” protects companies in California that are incorporated elsewhere from being subjected to the Golden State’s securities laws. The theory […]

A federal appeals court recently issued a potentially troubling decision for corporations and their attorneys when it ruled that two insurance companies willfully failed to comply with a federal law protecting consumers from misuse of credit information despite reliance on advice by counsel that the original trial judge in the case said was legally correct. […]