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Court Refuses to Issue Preliminary Injunction to Halt Initial Coin Offering

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In SEC v. Blockvest, LLC, the United States District Court for the Southern District of California examined the SEC’s argument for a preliminary injunction halting an initial coin offering, or ICO. The complaint alleged that Defendants have been offering and selling alleged unregistered securities in the form of digital assets... Read More

Topics: Litigation, Public Companies and Securities, Uncategorized

Court Declines to Approve Settlement in Director Pay Suit

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In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs. The related complaint contained two counts for derivative relief for breach of fiduciary duties related to the payment of excessive compensation awards to non-employee directors and issuing stock-based... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

How to Read a MAC / MAE Clause

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Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist. The opinion also contains a helpful description of how to read... Read More

Topics: Litigation, M&A

SEC Charges Hedge Fund with 13D Violation

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The SEC charged a hedge fund sponsor that manages private funds and separately managed accounts focused on global distressed, special situations, and opportunistic investing with failure to timely file a Schedule 13D. The hedge fund had previously reported its holding on Schedule 13G. The hedge fund had a senior managing... Read More

Topics: Investment Advisers, Litigation, Private Equity, Public Companies and Securities

SEC Targets Perqs in Another Enforcement Action

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The SEC has targeted disclosure of executive perquisites in another settled enforcement action.  According to the SEC, the issuer did not follow the Commission’s standard regarding disclosure of perquisites, which provides that: An item is not a perquisite or personal benefit if it is integrally and directly related to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Supreme Court Finds Appointment of SEC ALJs Unconstitutional – What’s Next?

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In Lucia v. Securities and Exchange Commission, the SEC brought an administrative action before one of its administrative law judges, or ALJ’s, against Raymond Lucia for allegedly using misleading slide presentations to deceive prospective investors using a retirement savings strategy called “Buckets of Money.”  The ALJ that adjudicated the case... Read More

Topics: Litigation, Public Companies and Securities

House Subcommittee Reviews Legislation that would Fundamentally Alter Securities Litigation

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The House Subcommittee on Capital Markets, Securities, and Investments held a hearing which reviewed two pieces of legislation that have been introduced: H.R. 2128, the “Due Process Restoration Act of 2017,” introduced by Representative Warren Davidson (R-OH), would amend the Securities and Exchange Act of 1934 to permit private persons... Read More

Topics: Litigation, Public Companies and Securities