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Capital Markets
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April 04, 2024
Ex-CEO Reaches Legal Fee Agreement With Trump-Tied SPAC
A Delaware vice chancellor has signed off on an agreement between Donald Trump-tied Digital World Acquisition Corp. and its former CEO to have the venture pay his legal costs related to federal probes and litigation in multiple states.
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April 04, 2024
Del. Justices Reverse Chancery On Match.com Deal Fairness
Delaware's Supreme Court on Thursday undid a Chancery Court dismissal of a challenge to Match.com's 2019 reverse-spinoff from Barry Diller-controlled IAC Interactive, in a closely watched case rejecting the lower court's finding that Match had justified the use of a less onerous fairness test.
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April 04, 2024
Deals Rumor Mill: Alphabet, Honeywell, Syngenta IPO
Google parent Alphabet is exploring whether to make an offer to acquire software company HubSpot; Chinese regulators encouraged pesticides giant Syngenta to pull its $9 billion IPO over concerns it could unsettle China's volatile market, and Honeywell wants to sell its personal protective equipment unit. Here, Law360 breaks down these and other notable deal rumors from the past week.
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April 04, 2024
Withers Adds Former In-House Corp. Atty In San Francisco
Withers has hired the former in-house general counsel for a financial software company, who joins the firm to continue his practice working with entrepreneurs in the technology, e-commerce and digital publishing industries, the firm announced Wednesday.
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April 03, 2024
Accused 'Shadow Trader' Takes Stand To Slam SEC's Case
A former Medivation executive accused of "shadow trading" when he purchased stock in rival Incyte testified in his California federal civil trial Wednesday that he didn't base that decision on confidential information, and he didn't think even "for one second" that he was violating securities laws.
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April 03, 2024
Judge Consolidates Wells Fargo Unwanted Products Suits
A San Francisco federal judge has consolidated five suits asserting proposed class claims that the bank sought to shortchange customers who deserved compensation after they were enrolled in financial products without their knowledge.
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April 03, 2024
OneCoin Atty Gets 4 Years For Role In $4B Crypto Fraud
The former head of legal and compliance at OneCoin on Wednesday was sentenced to four years in prison for her role in the $4 billion cryptocurrency scheme that defrauded millions of investors around the world.
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April 03, 2024
Mortgage Co. Targeted In News Report Hit With RICO Suit
United Wholesale Mortgage LLC, its parent company and its CEO were hit with a proposed class action Tuesday in Michigan federal court accusing them of scheming with mortgage brokers to steer borrowers into more expensive loans the same day that Hunterbrook Media, a new journalism and hedge fund outfit, published its first investigative piece focused on the company.
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April 03, 2024
SEC Atty Says Macquarie 'Overstated' High Court Case
A leading attorney for the U.S. Securities and Exchange Commission said a U.S. Supreme Court ruling in favor of a Macquarie Infrastructure Corp. investor would be unlikely to open the "floodgates" to private disclosure litigation, as the company claims, reminding a Washington, D.C., audience Wednesday that the agency is backing the investor before the high court.
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April 03, 2024
Healthcare Company Hid Rising Costs Before IPO, Suit Says
Elder-focused healthcare company Agilon Health was hit with an investor's proposed class action in New York federal court alleging that the company failed to acknowledge ahead of its initial public offering that it had been affected by rising medical costs for providers.
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April 03, 2024
FIS Didn't Lie To Itself About Short-Lived Merger, Execs Say
Fidelity National's top brass recently urged a Florida federal court to toss an investor's lawsuit over a $46 billion market cap drop resulting from spinning off a payment business it had acquired a few years prior, arguing the company can't "be deceived by its own statements," which a pension fund alleged artificially inflated share prices.
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April 03, 2024
NY Bank, Investors Want Derivative Suits Merged, Paused
New York Community Bancorp Inc. and several of its investors asked a New York federal judge to consolidate and stay the investors' derivative shareholder suits against the bank.
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April 03, 2024
NY High Court Ruling Significance Debated In $2B Note Suit
VR Capital and Venezuela's state-owned oil company, Petroleos de Venezuela SA, both told a federal court on Tuesday that a ruling from New York's highest court, which cleared a path for PDVSA to argue that nearly $2 billion in defaulted notes are invalid under its domestic law, benefits their case.
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April 03, 2024
SEC Investigators Say Attys Harm Clients By 'Behaving Badly'
U.S. Securities and Exchange Commission staff warned attorneys at a Washington, D.C., conference Wednesday that delaying regulatory investigations destroys their credibility and could potentially harm their clients' chances of striking a favorable deal as the agency's Enforcement Division pushes for more cooperation from targeted businesses and individuals.
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April 03, 2024
Kirkland Lands Former SEC Enforcement Leader In Dallas
A former leader in the U.S. Securities and Exchange Commission's regional office in Fort Worth, Texas, has moved to Kirkland & Ellis LLP's Dallas office, the firm announced on Wednesday, strengthening Kirkland's government, regulatory and internal investigations practice group.
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April 03, 2024
Top 10 Deals Of Q1 Led By GE Energy Spinoff, Capital One
It may be wishful thinking to imagine that earlier hopes for a major rebound in 2024 mergers and acquisitions activity will pan out, but by many indications the year was at least off to a better start than 2023.
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April 03, 2024
Disney Thwarts Trian Revolt, Retaining All 12 Board Members
Walt Disney Co. shareholders reelected the entertainment company's 12 current board members at a shareholder meeting Wednesday afternoon, rejecting all nominees pushed by activist investors Trian Fund Management and Blackwells Capital.
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April 03, 2024
Truth Social Investors Cop To Fraud In $23M Insider Case
Two Florida venture capitalists on Wednesday admitted to insider trading on confidential plans to take former President Donald Trump's media company public, after prosecutors charged that the Truth Social fraud netted them and a third defendant $23 million.
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April 03, 2024
UK Regulators Propose Special Regime For Digital Securities
Britain's finance regulators proposed on Wednesday a special regulatory regime to allow firms to use new technology to issue, trade and settle digital shares and bonds, a move they hope will boost the country's global competitiveness.
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April 03, 2024
Paul Hastings Adds Group Co-Chair With Finance Duo Hire
Following group hires in the finance space, Paul Hastings LLP announced Wednesday it is hiring two attorneys from Weil Gotshal & Manges LLP, one of whom will co-chair its asset-backed finance practice.
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April 02, 2024
Gas Tycoon Owes $100M To UBS, Lenders After Trial Loss
Energy titan Charif Souki owes more than $100 million to lenders, including a fund managed by a UBS division, a U.S. bankruptcy judge has ruled, rejecting Souki's claims that his lenders recklessly sold off collateral posted for the loan, including a luxury yacht, a Colorado ranch and shares of his liquefied natural gas export business Tellurian Inc.
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April 02, 2024
Rakoff Says SEC Can't Get Early Win For Broker Claim
The U.S. Securities and Exchange Commission can't get a partial early win for its allegation that a trust violated registration provisions of the federal securities laws because genuine questions remain about whether the defendants were actually acting as unregistered brokers, a Manhattan federal judge has determined.
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April 02, 2024
SEC Republicans Criticize 'Punishing' Rulemaking Agenda
U.S. Securities and Exchange Commission Chair Gary Gensler opened an annual agency conference Tuesday by defending efforts to write new regulations addressing the changing U.S. capital markets, while his Republican colleagues called on the commission to pare back a "punishing" rulemaking agenda that has included a controversial rule governing climate change disclosures.
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April 02, 2024
Theseus Investor Seeks Appraisal After Concentra Merger
A fund invested in clinical-stage biopharmaceutical company Theseus Pharmaceuticals Inc. has petitioned Delaware's Court of Chancery for an appraisal of the investor's 250,000 shares following Theseus' $4.05 per-share consolidation in February with Concentra Biosciences LLC.
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April 02, 2024
Arena Group Shareholders Sue Former CEO In Delaware
Shareholders of the Arena Group — the digital publisher behind Sports Illustrated, TheStreet, Men's Journal and other brands — have sued the group's former CEO in Delaware's Court of Chancery, alleging wrongdoings ranging from fraud to gross negligence and demanding more than $10 million in compensatory damages.
Expert Analysis
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How High Court SEC Case Could Affect The ITC
While the U.S. Supreme Court’s upcoming ruling in U.S. Securities and Exchange Commission v. Jarkesy will likely spare the U.S. International Trade Commission from major operative changes, the ITC’s ability to issue penalties for violations of its orders may change, say Gwendolyn Tawresey and Ryan Deck at Troutman Pepper.
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Loan Transparency Proposals May Bring Some Clarity
U.S. banking regulators' proposed revisions to rules that would require banks to disclose more granular information about loans made to nondepository financial institutions would somewhat clarify the size of the fund finance market, though full enlightenment does not look likely in the near future, says Chris van Heerden at Cadwalader.
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Exxon ESG Proxy Statement Suit May Chill Investor Proposals
Exxon Mobil’s recent use of a Texas federal lawsuit to intimidate shareholders into withdrawing a climate-friendly proxy proposal could inspire more public companies to sue to avoid adopting ESG resolutions — a power move that would chill activist investor participation and unbalance shareholder-corporate relations, say Domenico Minerva and James Fee at Labaton Keller.
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Series
Coaching High School Wrestling Makes Me A Better Lawyer
Coaching my son’s high school wrestling team has been great fun, but it’s also demonstrated how a legal career can benefit from certain experiences, such as embracing the unknown, studying the rules and engaging with new people, says Richard Davis at Maynard Nexsen.
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Implications For Digital Assets After SEC Settlement With DAO
The U.S. Securities and Exchange Commission's December settlement with BarnBridge — finding that the decentralized autonomous organization's products were securities under federal law — foreshadows increased enforcement attention on digital assets, and reveals arguments the SEC may use in similar disputes with decentralized finance protocols, say attorneys at K&L Gates.
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SG's Office Is Case Study To Help Close Legal Gender Gap
As women continue to be underrepresented in the upper echelons of the legal profession, law firms could learn from the example set by the Office of the Solicitor General, where culture and workplace policies have helped foster greater gender equality, say attorneys at Ocean Tomo.
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Bitcoin ETF Approval Doesn't Mean SEC Approves Of Crypto
While the U.S. Securities and Exchange Commission's approval last month of 11 applications for spot exchange-traded funds tracking bitcoin is a landmark moment for the crypto-asset industry, investors who are hopeful that the SEC will approve similar crypto-based ETFs may be disappointed, says attorneys at Mintz.
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A Closer Look At Novel Jury Instruction In Forex Rigging Case
After the recent commodities fraud conviction of a U.K.-based hedge fund executive in U.S. v. Phillips, post-trial briefing has focused on whether the New York federal court’s jury instruction incorrectly defined the requisite level of intent, which should inform defense counsel in future open market manipulation cases, say attorneys at Lankler Siffert.
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The Corporate Disclosure Tug-Of-War's Free Speech Issues
The continuing conflict over corporate disclosure requirements — highlighted by a lawsuit against Missouri's anti-ESG rules — has important implications not just for investors and regulated entities but also for broader questions about the scope of the First Amendment, say Colin Pohlman, and Jane Luxton and Paul Kisslinger at Lewis Brisbois.
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Crypto Issues To Watch Amid Evolving Legal Landscape
This year will likely be a momentous one for crypto in the U.S., but whether it is successful or disastrous will depend on the outcome of high-profile court decisions and key regulatory actions, say attorneys at Venable.
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Navigating The Sunset Of Sibor And Other Key Benchmarks
Similar to the recent transition away from Libor, the expected cessation deadlines of the Canadian Dollar Offered Rate and Singapore Interbank Offered Rate are nigh, so Canadian and Singapore dollar-denominated credit facilities will likely need to be amended, say attorneys at Cadwalader.
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FTC AI Inquiry Signals Intensified Focus On Emerging Tech
The Federal Trade Commission's recent inquiry into investments and partnerships between Big Tech companies and artificial intelligence startups appears to be directed at guiding future enforcement decisions in competition, privacy and consumer protection — and three principles discussed at a related tech summit give insight on the agency's approach, say attorneys at Skadden.
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What Shareholder Approval Rule Changes Mean For Cos.
The U.S. Securities and Exchange Commission recently approved proposed rule changes to shareholder requirements by the New York Stock Exchange, an approval that will benefit listed companies in many ways, including by making it easier to raise capital from passive investors, say attorneys at Baker Botts.
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Reimagining Law Firm Culture To Break The Cycle Of Burnout
While attorney burnout remains a perennial issue in the legal profession, shifting post-pandemic expectations mean that law firms must adapt their office cultures to retain talent, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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What Are The Pros And Cons Of Selling A Bankruptcy Claim?
As companies navigate financial uncertainties and market challenges, they should understand the advantages and disadvantages of selling a bankruptcy claim, so that they can monetize it with confidence and minimize the risk that amounts received in connection with a sale will be subject to potential disgorgement, says Evelyn Meltzer at Troutman Pepper.