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Booth on The Paulson Report and Securities Litigation

Posted on January 20, 2008
The Paulson Report Reconsidered: How to Fix Securities Litigation by Converting Class Actions into Issuer Actions, by RICHARD A. BOOTH, Villanova University School of Law, was recently posted on SSRN. Here is the abstract: This short essay considers the findings...


Gordon on Proxy Access

Posted on January 20, 2008
Proxy Contests in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy, by JEFFREY N. GORDON, Columbia Law School; European Corporate Governance Institute (ECGI), was recently posted on SSRN. Here is the abstract: The current...


Breeden and Associate join Zale's Board

Posted on January 18, 2008
Former SEC Chair turned activist shareholder, Richard C. Breeden, increased his stake in troubled jeweller Zale Corp. to 18% and joined the board of directors, along with James Cotter, the senior managing director of Richard C. Breeden & Co. WSJ,...


SEC's Richards Speaks on Examinations

Posted on January 18, 2008
Lori Richards, Director, Office of Compliance Inspections and Examinations, SEC, spoke on Frequently-Asked Questions About SEC Examinations, at the SIFMA Compliance and Legal Division January General Luncheon Meeting, New York, N.Y., on January 17, 2008...


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NYSE, ASE Announce Merger

Posted on January 18, 2008
New York Stock Exchange Euronext announced a merger with American Stock Exchange for $260 million in stock and the proceeds from the sale of ASE headquarters. The ASE business in recent years has focused on stock options and ETFs; it...


Industry Losses Continue to Pile Up

Posted on January 18, 2008
Merrill Lynch reported a huge $9.8 billion loss for the fourth quarter and $16.7 billion write-downs in mortgage-related investments. CEO John Thain said the firm's capital was adequate and that the majority of its businesses did "really, really well," except...


SEC Looks into How Money Market Funds Value Holdings

Posted on January 17, 2008
The SEC is looking into how mutual fund companies are valuing their money market fund holdings. The SEC says it seeks to understand better how funds comply with Rule 2a-7, which guides money market fund operations. There has been concern...


Dubai World and MGM Mirage Increase Terms for MGM Tender Offer

Posted on January 17, 2008
Dubai World and MGM Mirage said they would buy up to 15 million shares in their joint tender offer for MGM (an increase of 50%) at up to $80 per share. The price for the casino operator will be set...


University of Phoenix Owner Commits Securities Fraud

Posted on January 17, 2008
A jury decided that the Apollo Group, the owner of the for-profit University of Phoenix, committed securities fraud when it failed to disclose that a Dept. of Education report found that its student recruitment policies violated federal regulations. The jury...


Seventh Circuit Adheres to Prior Decision in Tellabs

Posted on January 17, 2008
The Seventh Circuit (opinion by Judge Posner) issued its opinion on remand of Makor Issues & Rights, Ltd. v. Tellabs Inc. in which it considers whether the plaintiffs' allegations of securities fraud create the "strong inference" of scienter, as defined...


SEC Settles Insider Trading Charges Involving NBTY Stock

Posted on January 17, 2008
The federal district court for the Southern District of New York entered a final judgment against Morris Gad. The SEC alleged that Nathan Rosenblatt, a former director of NBTY, Inc., and member of its three-person audit committee, tipped his close...


Oceanographer Settles Insider Trading Charges involving Shipwreck

Posted on January 17, 2008
The SEC filed a complaint against Ernesto Tapanes in federal district court for the Southern District of Florida alleging that he engaged in unlawful trading on the basis of material, nonpublic information in the securities of Odyssey Marine Exploration, Inc...


SEC Charges Unauthorized Internet Access to Defraud Investors

Posted on January 16, 2008
The SEC filed a complaint in the United States District Court for the Southern District of New York against Anatoly Russ, a Russian citizen, alleging that Russ engaged in a fraudulent scheme to control the prices at which he purchased...


Stoneridge -- More Perspectives

Posted on January 16, 2008
More viewpoints on Stoneridge: ?The Court missed an important opportunity to make clear that all of the principal actors in a fraudulent scheme -- not just those who disseminate falsehoods -- must answer to their victims. Far from burdening our...


Former Brocade CEO Gets 21 Months in Backdating Conviction

Posted on January 16, 2008
The former CEO of Brocade Communications Systems, Gregory Reyes, the first executive convicted of backdating stock options, was sentenced to 21 months and a $15 million fine. The Court said it took into account misleading statements made by Mr. Reyes...


Investors Sue Clearing Firm in Arbitration

Posted on January 16, 2008
At least 40 arbitration claims have been brought by investors against Brookstreet Securities Corp., a defunct brokerage firm, and National Financial Services, a unit of Fidelity Investments and the clearing firm for Brookstreet. The investors allege that they should not...


Second-Day Thoughts on Stoneridge

Posted on January 16, 2008
Here is a sampling of the media coverage on Stoneridge: WPost, Corporate Fraud Lawsuits Restricted; NYTimes, Supreme Court Limits Lawsuits by Shareholders; WSJ, Top Court Limits Shareholder Fraud Suits. Some analysts, who are more optimistic than I, find a silver...


Former UBS Broker Settles Hedge Fund Fraud Charges

Posted on January 15, 2008
The SEC filed a complaint charging a former broker with UBS Financial Services, Inc. for his role in a hedge fund fraud. The broker, Justin M. Paperny, of Studio City, California, agreed to settle the charges, without admitting or denying...


Two Former PricewaterhouseCoopers Employees Settle Insider Trading Charges

Posted on January 15, 2008
A new year, and a new insider trading scandal -- the SEC today charged two former San Francisco-area employees of PricewaterhouseCoopers LLP (PwC) with insider trading. According to the Commission?s complaint, Gregory B. Raben, 30, a former PwC auditor, and...


Securities Arbitration Case Filings Down for 2007

Posted on January 15, 2008
FINRA has updated arbitration and mediation statistics on its website. Arbitration case filings for 2007 were down 30% from 2006; the total (3238) was the lowest since at least 1992 (as far back as the website shows). The number of...


Supreme Court Rules Against Scheme Liability in Stoneridge

Posted on January 15, 2008
The U.S. Supreme Court decided Stoneridge Investment Partners v. Scientific-Atlanta today, holding (5-3) that the plaintiff in a private securities fraud class action could not sue third parties who allegedly engaged in deceptive acts to further the corporation's securities fraud,...


More Citi Bad News Expected

Posted on January 15, 2008
Citigroup is expected to announce the latest installment in its subprime and credit crisis debacle. A fourth quarter writedown in the range of $20-24 billion has been predicted. Citigroup is also expected to announce a 50% dividend cut, after assurances...


Japanese Bank Will Invest in Merrill

Posted on January 15, 2008
Japan's megabank, Mizuho Financial Group, will invest $1.3 billion in Merrill Lynch in exchange for convertible preferred shares. A Singapore SWF recently invested $5 billion in Merrill. Other big banks have received cash infusions recently from SWFs in the mideast...


More Bad News for Citigroup

Posted on January 14, 2008
Citigroup may report a $24 Billion write-down in its 2007 fourth quarter, as a result of bad bets on subprime loans and other credit-related losses! The announcement is expected tomorrow. InvNews, Citigroup may face $24 billion write-down. To add to....


In re Application of Wedbush Morgan

Posted on January 14, 2008
In re Application of Wedbush Morgan Securities (SEC Jan. 14, 2008) involves an attempt by the brokerage firm to appeal a decision by an NASD Hearing Officer (the Decision) finding that Wedbush did not make full payment of all post-award...


SEC Inquiry on Possible Front-Running at Merrill

Posted on January 14, 2008
More trouble for Merrill Lynch? The SEC is investigating whether employees at Merrill Lynch engaged in "front-running" -- the illegal practice of placing trades for the bank's own trading account ahead of customers' orders. One investigation focuses on orders placed...


Academic Study on Pre-Deal Purchases by Investment Banks Gets Attention of Regulators

Posted on January 14, 2008
Is it coincidence or the next big scandal? The Wall St. Journal reports on a recent academic study, The Dark Role of Investment Banks in the Market for Corporate Control, that has caught the attention of regulators. According to the...


D.C. Circuit Affirms SEC Findings of Scienter Involving Underwriter of Municipal Bonds

Posted on January 13, 2008
The D.C. Circuit recently affirmed, in SEC v. Bradbury, 2008 WL 108728 (D.C. Cir. Jan. 11, 2008) an SEC order that held a broker-dealer that acted as an underwriter for a municipal bond offering was liable for securities fraud. The...


Cox on International Business

Posted on January 13, 2008
SEC Chair Christopher Cox spoke on "International Business ? An SEC Perspective" before the American Institute of Certified Public Accountants' International Issues Conference on Jan. 10, 2008. Bottom line: "IFRS is coming. XBRL is coming. And mutual recognition is coming...


Huang on Securities Laws and Affect, Happiness & Trust

Posted on January 13, 2008
How Do Securities Laws Influence Affect, Happiness, & Trust?, by PETER H. HUANG, Temple University - James E. Beasley School of Law, was recently posted on SSRN. Here is the abstract: This Article advocates that securities regulators promulgate rules based...


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