A California court recently granted Symantec’s demurrer in a lawsuit that challenged its proxy statement disclosures in connection with an annual meeting. For those of us who haven’t been to law school recently, a demurrer appears to be the equivalent of dismissal for failure to state a cause of action.... Read More
The CFPB has issued a final rule that establishes procedures for the public to obtain information from the Bureau of Consumer Financial Protection, under the Freedom of Information Act, the Privacy Act of 1974, and in legal proceedings. This final rule also establishes the CFPB’s rule regarding the confidential treatment... Read More
The Securities and Exchange Commission has sanctioned two investment advisory firms for impeding examinations conducted by SEC staff. An SEC investigation found that Evens Barthelemy and his New York-based firm Barthelemy Group LLC misled SEC examiners by inflating the firm’s claimed assets under management (AUM) ten-fold in an apparent attempt... Read More
The SEC filed 147 enforcement actions in 2012 against investment advisers and investment companies, one more than the previous year’s record number. The actions resulted from several risk-based, proactive measures that identify threats at an early stage so that early action to halt the misconduct can be initiated and investor... Read More
Over the past year, the Securities and Exchange Commission received more than 3,000 whistleblower tips from all 50 states and from 49 countries, according to the agency’s 2012 Annual Report on the Dodd-Frank Whistleblower Program. Among other things, the report notes: The SEC made its first award under the new... Read More
In 2011, 52% of Dex One Corporation’s shareholders voted against Dex One’s 2010 executive compensation as disclosed in its proxy statement. Plaintiff Brad Haberland subsequently commenced a derivative action claiming, among other things, that Dex One’s directors breached their fiduciary duties when the directors failed to alter or amend the... Read More
David Jenson and I recently presented at the Minnesota CLE’s annual Business Law Institute. Our formal 2011 case and statutory summary can be accessed here and our PowerPoint can be accessed here. We’ve also included our summary from 2010 here. Among other things, they contain plenty of cautionary tales for... Read More
Section 929Y of the Dodd-Frank Act directed the SEC to solicit public comment and then conduct a study to consider extending a private right of action for transnational securities fraud. The SEC has published the resulting study. The provision was in response to the Supreme Court decision in Morrison v.... Read More
On November 21, 2011, the Financial Industry Regulatory Authority, Inc., or FINRA, filed with the SEC a proposed rule change to amend FINRA Rule 13201 of the Code of Arbitration Procedure for Industry Disputes (‘‘Industry Code’’) to align the rule with statutes that invalidate predispute arbitration agreements for whistleblower disputes.... Read More
As we noted, the International Swaps and Derivatives Association, Inc., or ISDA, and the Securities Industry and Financial Markets Association, or SIFMA, filed a legal challenge to the CFTC’s final rules that limit the positions that investors may own in certain commodities. The Associations believe that the position limits rule... Read More