TheCorporateCounsel.net

April 30, 2010

US Supreme Court Rules in Securities Fraud Statute of Limitations Case

As noted in the D&O Diary Blog, earlier this week, the US Supreme Court issued its opinion in Merck v. Reynolds. The decision resolves a split in the circuit courts over the two-year statute of limitations for claims brought under Section 10(b) of the ’34 Act, the antifraud provision most frequently invoked by private plaintiffs.

The applicable statute – 28 U.S.C. ยง 1658(b) – provides that a private securities fraud complaint must be filed within two years after “the discovery of facts constituting the violation” or five years after the alleged violation itself, whichever comes first. The Supreme Court held that the two-year period begins to run when the plaintiff discovers – or a reasonably diligent investor would have discovered – facts showing that a materially misleading statement was made with the intent to deceive investors. We are posting memos analyzing the decision in our “Securities Litigation” Practice Area.

IRS Releases a Draft Schedule for Reporting of Uncertain Tax Positions

Here is news culled from this Sullivan & Cromwell memo: Recently, the IRS issued IRS Announcement 2010-30 accompanied by the release of a highly-anticipated draft schedule and instructions to be used by certain corporate taxpayers to report uncertain tax positions on their annual income tax returns. Although the draft schedule provides space for reporting current and prior year tax positions, a transition rule provides that tax positions taken in a taxable year beginning before December 15, 2009, or in a short tax year beginning on or after December 15, 2009, and ending before January 1, 2010, would not need to be reported.

The draft schedule would require a concise description of each reported tax position as well as information about its magnitude, but would not require disclosure of the taxpayer’s risk assessments or tax reserve amounts.

More on our “Proxy Season Blog”

With the proxy season winding down, we are still posting new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Proxy Season Early Trends: More Proposals, and More Exclusions
– CII Backs Strict Majority Vote for Corporate Directors
– Director Attitudes Shifting: Laggards Should be Voted Off
– More on “Fixing the Problems with Client Directed Voting”
– The Need to Better Draft VIFs

– Broc Romanek