Rachel Wolkinson
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On Tuesday, the Second Circuit in In Re Vitamin C Antitrust Litigation vacated a $147 million award against two Chinese companies for engaging in anti-competitive behavior. At issue was how a federal court should respond when a foreign government’s regulatory scheme conflicts with U.S. laws. Because the Chinese companies could not simultaneously comply with Chinese law … Continue Reading
The U.S. Court of Appeals for the Second Circuit yesterday affirmed the fraud conviction of a registered investment adviser and held that proof of intent to harm is not an element of a criminal conviction under section 206 of the Investment Advisers Act of 1940, 15 U.S.C. §80b-6 (“IAA”). The court’s decision in U.S. v. Tagliaferri, … Continue Reading
Following the D.C. Circuit’s July 14, 2015 decision in Koch et al. v. Securities and Exchange Commission, No. 14-1134 (D.C. Cir. July 14, 2015), which held that the SEC could not retroactively punish an investment advisor for conduct that occurred prior to the enactment of the statute authorizing the punishment, the SEC announced last week … Continue Reading
Returning to an enforcement priority repeatedly articulated over the years (for example, here, here and here), the SEC recently imposed sanctions on a registered investment advisory firm and two principals arising out of an alleged scheme to inflate the valuations of illiquid mortgage-backed securities held by private investment funds managed by the adviser. The SEC … Continue Reading
Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits asserting internal corporate claims against Delaware corporations. The legislation also allows Delaware corporations to designate Delaware … Continue Reading
Relying on a data-driven statistical analysis conducted by the Division of Economic and Risk Analysis (DERA), the SEC recently commenced administrative proceedings against an investment advisor, Welhouse & Associates, Inc., and its principal, charging them with improperly allocating profitable options trades to the principal’s own accounts while allocating unprofitable trades to the firm’s clients. The … Continue Reading
Yesterday, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits asserting internal corporate claims against Delaware corporations. The bill would also allow Delaware corporations to designate Delaware – but not any other state – … Continue Reading
Yesterday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and do not win. The legislation also allows Delaware corporations to designate Delaware – but not any other state – as the exclusive forum for … Continue Reading
On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue to be able to adopt fee-shifting bylaws). The bill, Senate Bill No. 75, would also confirm the Court of Chancery’s decision in Boilermakers Local 154 … Continue Reading
In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the proposed amendment to the Delaware General Corporation Law (DGCL) that would eliminate the ability of Delaware stock corporations to impose liability for … Continue Reading
On Thursday, February 5, 2015, Ralph C . Ferrara, Robert J. Cleary and Jonathan E. Richman were invited to Proskauer’s Hedge Fund Breakfast Seminar to speak about the Second Circuit’s insider-trading ruling in Newman/Chaisson. The litigators provided the group of hedge fund professionals with a helpful overview of insider-trading laws, followed by an interesting discussion … Continue Reading
The D&O Diary featured a version of this post, entitled “New Debate in January on Delaware Bylaws re Shareholder Liability,” as a guest blog post. Many thanks to Kevin LaCroix of The D&O Diary for publishing our post. The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of … Continue Reading
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the business judgment standard, rather than the entire fairness standard of review, applies to controller freeze-out mergers where the controller’s proposal is conditioned at the outset on both Special Committee approval and a favorable majority of the … Continue Reading
International Comity and Deference: A Foreign Government with Final Say When Interpreting its Own Laws
By Mee (Rina) Kim and Rachel Wolkinson on Posted in International
Second Circuit: Intent to Harm Is Not Required for Criminal Conviction Under Investment Advisers Act
By Jonathan Richman and Rachel Wolkinson on Posted in Fiduciary Duty, Fraud, Investment Advisers, Investment Advisers Act, Securities Law
SEC Accepts DC Circuit’s Decision Vacating Retroactive Punishment
By Harry Frischer, Lindsey Olson and Rachel Wolkinson on Posted in Securities Law
SEC Sanctions Hedge Fund Advisory Firm For Improper Valuations of Illiquid Securities
By Harry Frischer and Rachel Wolkinson on Posted in Private Investment Funds, SEC Enforcement
Delaware Governor Signs Bill Prohibiting Bylaws on Fee-Shifting
By Jonathan Richman and Rachel Wolkinson on Posted in Corporate Governance
SEC’s Data-Driven Analysis Identifies Allegedly Improper Trade Allocations by Investment Advisor
By Harry Frischer and Rachel Wolkinson on Posted in Financial Services, SEC Enforcement
Delaware House Passes Bill Prohibiting Bylaws on Fee-Shifting
By Jonathan Richman and Rachel Wolkinson on Posted in Corporate Governance
Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Corporate Governance, Securities Law, Securities Litigation
Delaware Legislature to Consider New Fee-Shifting Legislation
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Securities Law, Securities Litigation, Securities Regulatory
State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting Bylaw
By Jonathan Richman, Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Securities Law, Securities Litigation
Proskauer Hedge Fund Seminar Recap: Fallout From the Second Circuit’s Insider-Trading Ruling
By Jonathan Richman, Ralph Ferrara, Robert Cleary and Rachel Wolkinson on Posted in Private Investment Funds, Securities Litigation, White Collar
Delaware Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders
By Rachel Wolkinson, Stacey P. Eilbaum and Tanya Dmitronow on Posted in Corporate Governance, Securities Law
Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms Court of Chancery Ruling that Business Judgment Review Can Apply to Squeeze-Out Mergers
By Rachel Wolkinson and Tanya Dmitronow on Posted in Securities Litigation
