Securities

  • February 29, 2024

    Two More Cos. Hit With 'In Concert' Delaware Bylaw Suits

    The number of class actions targeting companies' boards of directors and allegedly "coercive" bylaw provisions continues to grow, as two new investor suits were filed in Delaware's Court of Chancery against Massachusetts payments software company Flywire Corp. and California subscription software company Zuora Inc.

  • February 29, 2024

    Real Estate Tech Co. Opendoor Beats Investor Suit, For Now

    Real estate marketplace giant Opendoor Technologies Inc. has beaten, for now, a suit accusing it of misleading investors about its artificial-intelligence-powered algorithm and ability to remain profitable, with an Arizona federal judge ruling that many of the challenged statements in the suit are not actually false or misleading.

  • February 29, 2024

    Ill. Court Unwinds $17.5M Forced Northstar Ownership Sale

    A 50% shareholder of Illinois-based Northstar Foods should not have been ordered to sell his $17.5 million interest in the meat processing company amid his business dispute against the other shareholder, a state appeals court panel said Wednesday.

  • February 29, 2024

    Chancery Preserves Class Suit Over Microsoft-Activision Deal

    An Activision Blizzard shareholder that sued in Delaware's Court of Chancery over the company's $68.7 billion sale to Microsoft Corp. got the nod Thursday to move forward with the proposed class action that alleges the merger process may have violated Delaware law.

  • February 29, 2024

    Lordstown To Pay $25M In SEC Probe Of Overhyped EVs

    Bankrupt automaker Lordstown Motors Corp. has agreed to return $25.5 million to shareholders who were allegedly drawn in by false assurances that the company had secured tens of thousands of pre-orders for electric trucks that it didn't even have the parts to build, the U.S. Securities and Exchange Commission announced Thursday.

  • February 29, 2024

    Stolen Funds Render FTX Clawback Moot, Embed Parties Say

    Parties associated with stock trading platform Embed Financial Technologies told a Delaware bankruptcy judge Thursday that defunct cryptocurrency exchange FTX Trading Ltd. can't claw back $240 million from a prepetition acquisition because the funds used to buy Embed were stolen from FTX customers.

  • February 29, 2024

    Lummis, Clement Slam SEC's Kraken Suit As Crypto Overstep

    Sen. Cynthia Lummis, R-Wyo., crypto industry groups and veteran appellate attorney Paul Clement have told a California federal judge in a series of amici briefs that the U.S. Securities and Exchange Commission's suit against crypto exchange Kraken expands the definition of investment contract beyond what Congress intended and overreaches its authority to issues lawmakers intend to address.

  • February 29, 2024

    Children's Clothing Co. Overstated Sales Prospects, Suit Says

    Children's clothing retailer and wholesaler The Children's Place artificially inflated stock prices by overstating sales guidance and concealing its promotion strategy, damaging investors when disappointing financial results and a guidance-cut announcement led to a share decline, according to a recent proposed class action.

  • February 29, 2024

    House Bill To Undo SEC Crypto Accounting Bulletin Advances

    A bipartisan bill that would undo crypto accounting guidance from the U.S. Securities and Exchange Commission advanced out of the House Financial Services Committee on Thursday, despite concerns from some Democrats that it could have a chilling effect on future SEC guidance.

  • February 29, 2024

    TransUnion Pegs Potential DOJ Data Unit Settlement At $37M

    TransUnion has put a $37 million price tag on a possible settlement of a U.S. Department of Justice investigation into a data and analytics business the credit reporting giant purchased, according to a Thursday regulatory filing.

  • February 29, 2024

    Judge Bans Adviser From Lying To Clients In $5.9M SEC Case

    A federal judge in Connecticut has imposed additional protections after the U.S. Securities and Exchange Commission said an investment advisor accused of fraudulently raising $5.9 million lied about his reserves and claimed he could quickly repay clients, despite a previous injunction freezing assets in four Chase Bank accounts.

  • February 29, 2024

    11th Circ. Backs Film Producer's Crypto Scam Sentence

    An Eleventh Circuit panel on Thursday confirmed a nearly six-year prison sentence for an Atlanta-area film producer who admitted to running a short-lived cryptocurrency fraud, ruling his move for a lesser sentence was not justified based on the scheme's sophistication and his failure to take responsibility for the crimes.

  • February 29, 2024

    US Trustee Opposes Proterra Ch. 11 Plan's Future Exculpation

    The Office of the U.S. Trustee objected Thursday to the Chapter 11 plan of electric bus maker Proterra Inc., saying it includes exculpation provisions that would cover actions after it emerges from bankruptcy, and interferes with the payment of required quarterly fees to the trustee's office.

  • February 29, 2024

    Diamondback Board Conflicted In OK'ing $26B Deal, Suit Says

    Shareholders of Diamondback Energy Inc. have hit the company and its directors in Delaware's Chancery Court with a proposed class action, claiming its board members wrongfully voted in their own self-interest when approving Diamondback's $26 billion acquisition of another energy company with terms that will give the board members control over their reelection.

  • February 29, 2024

    Discover Deal Prompts Dems To Seek Bank Merger Revamp

    Rep. Maxine Waters, D-Calif., the top Democrat on the House Financial Services Committee, and 15 other House Democrats are calling on federal bank regulators and the U.S. Department of Justice to quickly crack down on mergers in the wake of Capital One's recently announced $35.3 billion deal to acquire Discover Financial Services.

  • February 29, 2024

    SEC Tells Utah Judge Crypto Case Dismissal Isn't Escape Bid

    The U.S. Securities and Exchange Commission told a Utah federal judge that it wants to dismiss its action against crypto project Debt Box to complete a review of the record, not to escape repercussions of earlier conduct.

  • February 29, 2024

    Trump's Truth Social Merger Deal Lands In Del. Chancery

    Plans to take former President Donald Trump's social media platform Truth Social public came under fire in two Delaware Chancery Court lawsuits Wednesday, with investors on both sides of the deal alleging that the long-delayed merger would cheat them out of their shares.

  • February 29, 2024

    Bitcoin Scammer Held In Contempt For Failure To Repay $20M

    A Manhattan federal judge held bitcoin scammer Nicholas Truglia in contempt Thursday, saying the 25-year-old Florida man has lied and willfully refused to make over $20 million in restitution to a tech entrepreneur whose cryptocurrency account he hacked.

  • February 29, 2024

    Chamber Of Commerce Backs Exxon In Activist Investor Row

    The U.S. Chamber of Commerce and lobbying group Business Roundtable on Thursday threw their weight behind Exxon Mobil Corp. in the company's bid to pursue its lawsuit against activist investors, a suit that some see as a proxy battle with the U.S. Securities and Exchange Commission over shareholder proposals. 

  • February 29, 2024

    Chancery Rejects Leadership Bid Over Lack Of Del. Counsel

    A Delaware vice chancellor has denied a three-firm leadership bid in stockholder litigation over alleged mismanagement at a medical clothing company because no First State attorneys were on the proposed lead counsel team.

  • February 29, 2024

    Celsius Floats Fix For Customers' 'Devastating' Ballot Blunder

    Hundreds of Celsius Network customers who mistakenly elected to receive a reduced payout for their cryptocurrency claims would get a chance to correct their "devastating" error under a plan filed by the crypto company in New York bankruptcy court.

  • February 29, 2024

    Securities Group Of The Year: Latham

    Latham & Watkins successfully helped Oracle, company executive Lawrence J. Ellison and CEO Safra Catz beat a derivative challenge to a $9.4 billion acquisition deal, one of the largest challenges against a corporate deal to go to trial before the Delaware Court of Chancery, earning it a spot among Law360's 2023 Securities Groups of the Year.

  • February 29, 2024

    Ex-Orrick Attys Join Norton Rose's Public Finance Team

    Norton Rose Fulbright has added two former Orrick Herrington & Sutcliffe LLP partners with histories in areas like healthcare and education to its public finance team.

  • February 28, 2024

    Autonomy Founder's Fraud Trial Risks 'Morass,' Judge Warns

    The California federal judge overseeing the upcoming criminal fraud trial of Autonomy founder Mike Lynch over the software company's $11.7 billion sale to Hewlett-Packard warned prosecutors and defense attorneys Wednesday about growing estimates for the trial's length, saying they're "going to lose [jurors] in the morass" of a monthslong trial.

  • February 28, 2024

    SEC Taps Agency Vet To Lead Adviser, Fund Rulemaking Unit

    The U.S. Securities and Exchange Commission announced Wednesday that an agency veteran currently serving as deputy director of the examinations division will be the new head of its investment management division, which oversees the regulation of investment advisers, mutual funds and certain private fund operators.

Expert Analysis

  • 7 Common Myths About Lateral Partner Moves

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    As lateral recruiting remains a key factor for law firm growth, partners considering a lateral move should be aware of a few commonly held myths — some of which contain a kernel of truth, and some of which are flat out wrong, says Dave Maurer at Major Lindsey.

  • Basics Of Bank Regulators' Push For Discount Window Use

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    As the Federal Reserve and Office of the Comptroller of the Currency emphasize short-term liquidity risk management as central to preventing spring 2023-style bank collapses, banks should carefully tune into regulators’ remarks encouraging use of the Fed’s discount window, which some policymakers identify as a key component in the evolution of liquidity regulation and backstop lending, say attorneys at Arnold & Porter.

  • How Broker-Dealers Can Prepare For New Remote Work Rules

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    Securities regulators recently expanded broker-dealers' ability to permit flexible remote working arrangements through the introduction of residential supervisory locations, a welcome change that better allows broker-dealers to attract and retain talent, say attorneys at King & Spalding.

  • Series

    Cheering In The NFL Makes Me A Better Lawyer

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    Balancing my time between a BigLaw career and my role as an NFL cheerleader has taught me that pursuing your passions outside of work is not a distraction, but rather an opportunity to harness important skills that can positively affect how you approach work and view success in your career, says Rachel Schuster at Sheppard Mullin.

  • Considerations For Disclosing AI Use In SEC Filings

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    Recent remarks from U.S. Securities and Exchange Commission Chair Gary Gensler should be heard as a clarion call for public companies to disclose artificial intelligence use, with four takeaways on what companies should disclose, says Richard Hong at Morrison Cohen.

  • Unpacking The New Russia Sanctions And Export Controls

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    Although geographically broad new prohibitions the U.S., U.K. and EU issued last week are somewhat underwhelming in their efforts to target third-country facilitators of Russia sanctions evasion, companies with exposure to noncompliant jurisdictions should pay close attention to their potential impacts, say attorneys at Shearman.

  • Args In APA Case Amplify Justices' Focus On Agency Power

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    In arguments last week in Corner Post v. Federal Reserve, the U.S. Supreme Court justices paid particular importance to the possible ripple effects of their decision, which will address when a facial challenge to long-standing federal rules under the Administrative Procedure Act first accrues and could thus unleash a flood of new lawsuits, say attorneys at Snell & Wilmer.

  • Mitigating Whistleblower Risks After High Court UBS Ruling

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    While it is always good practice for companies to periodically review whistleblower trainings, policies and procedures, the U.S. Supreme Court’s recent whistleblower-friendly ruling in Murray v. UBS Securities helps demonstrate their importance in reducing litigation risk, say attorneys at Arnold & Porter.

  • Series

    ESG Around The World: Gulf Cooperation Council

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    The Gulf Cooperation Council is in the early stages of ESG policy implementation, but recent commitments by both states and corporations — including increases in sustainable finance transactions, environmental commitments, female representation on boards and human rights enforcement — show continuing progress toward broader ESG goals, say attorneys at Cleary.

  • 6 Pointers For Attys To Build Trust, Credibility On Social Media

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    In an era of information overload, attorneys can use social media strategically — from making infographics to leveraging targeted advertising — to cut through the noise and establish a reputation among current and potential clients, says Marly Broudie at SocialEyes Communications.

  • Cos. Must Know How NY, Federal LLC Disclosure Laws Differ

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    Though New York state's new LLC Transparency Act and the federal Corporate Transparency Act impose similar beneficial owner reporting obligations on limited liability companies, New York LLCs should study the important differences between the laws to ensure they are prepared to comply with both, say Abram Ellis, Olenka Burghardt and Jane Jho at Simpson Thacher.

  • 9 Considerations For Divestitures, Carveouts And Spinouts

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    Amid new economic optimism, data protection, transitional services and seven other considerations can help legal practitioners untangle complex divestitures, carveouts and spinouts to unlock value for corporate sellers, say Kimberly Petillo-Décossard and Kristen Rohr at White & Case.

  • Why Fla. High Court Adopting Apex Doctrine Is Monumental

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    The Florida Supreme Court recently solidified the apex doctrine in the Sunshine State, an important development that extends the scope of the doctrine in the state to include both corporate and government officials, and formalizes the requirements for a high-level corporate official to challenge a request for a deposition, says Laura Renstrom at Holland & Knight.

  • 5 Lessons For SaaS Companies After Blackbaud Data Breach

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    Looking at the enforcement actions that software-as-a-service provider Blackbaud resolved with state attorneys general, the U.S. Securities and Exchange Commission and the Federal Trade Commission in the past year can help SaaS companies manage these increasingly common forms of data breaches, say attorneys at Orrick.

  • Del. Ruling Stands Out In Thorny Noncompete Landscape

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    In Cantor Fitzgerald v. Ainslie, the Delaware Supreme Court last month upheld the enforceability of forfeiture-for-competition provisions in limited partnership agreements, providing a noteworthy opinion amid a time of increasing disfavor toward noncompetes and following a string of Chancery Court rulings deeming them unreasonable, say Margaret Butler and Steven Goldberg at BakerHostetler.

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