Delaware Has No Per Se Rule Against “Don’t Ask, Don’t Waive” Standstill...
By John Stigi, John Tishler, and Edwin Astudillo In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se...
View ArticleFINRA Adopts Rule 5123 Requiring the Filing of Offering Documents used in...
By Jason Schendel and Joel Cazares A new rule requiring FINRA member firms to file copies of certain offering documents related to private placement transactions was approved by the SEC and was...
View ArticleUnited States Supreme Court Declines to Apply the “Discovery Rule” to Extend...
In Gabelli v. Securities & Exchange Commission, No. 11-1274, 2013 WL 691002 (U.S. Feb. 27, 2013), the United States Supreme Court, in a unanimous opinion by Chief Justice Roberts, held that the...
View ArticleCalifornia Court of Appeal Recognizes That Wide Discretion Granted to a Board...
In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment...
View ArticleSecond Circuit Holds that Allegations of Direct Fraudulent Representations...
In Fezzani v. Bear, Stearns & Co., Inc., No. 09-4414-cv, 2013 WL 1876534 (2d Cir. May 7, 2013), a 2-1 majority of a panel of the United States Court of Appeals for the Second Circuit held that...
View ArticleSEC Adopts Rules to Remove Ban on General Solicitation for Rule 506 Offerings
This morning the Securities and Exchange Commission, by a 4 to 1 vote of the Commissioners, approved implementing rules under Title II of the Jumpstart Our Business Startups (JOBS) Act to remove the...
View ArticleSEC Eliminates the Prohibition on General Solicitation for Rule 506 and Rule...
On July 10, 2013, the SEC adopted the amendments required under the JOBS Act to Rule 506 that would permit issuers to use general solicitation and general advertising to offer their securities, subject...
View ArticleSecond Circuit Rejects the Application of American Pipe’s Tolling Rule and...
In In re IndyMac Mortgage-Backed Securities Litigation, No. 11-2998-CV, 2013 WL 3214588 (2d Cir. June 27, 2013), the United States Court of Appeals for the Second Circuit held that the tolling rule...
View ArticleRules Eliminating the Prohibition on General Solicitation for Rule 506 and...
The final rules for eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings will become effective on September 23, 2013, which is 60 days...
View ArticleSecond Circuit Applies Morrison to Criminal Prosecution Under Section 10(b)...
In United States v. Vilar, Case Nos. 10-521(L), 10-580(CON), 10-4639(CON), 2013 WL 4608948 (2d Cir. Aug. 30, 2013), the United States Court of Appeals for the Second Circuit held that Section 10(b) of...
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