March 5, 2013

Supreme Court Delivers Two Securities Law Decisions in Single Week!

Last week, the Supreme Court delivered two decisions impacting the securities law. Even one in a term is rare. Some say that securities defendants won one and lost one. Others say differently (for eg. see this blog by Lane Powell’s Doug Greene). We have been posting dozens of memos on both Gabelli v. SEC and Amgen v. Connecticut Retirement Plans and Trust Funds in our “Securities Litigation” Practice Area.

The Gabelli court found that five-year statute of limitations period for federal enforcement actions seeking civil penalties begins to run “when the fraud is complete,” not when it is discovered by the government (unlike the standard for private plaintiffs). And the Amgen court found that plaintiffs don’t need to establish that allegedly false statements were material to the market before they can gain class certification.

Growing Use of ATM Offerings & Block Trades

Recently, this Reuters article noted how the growing use of at-the-market offerings and block trades are impacting the earnings of investment banks.

I have to mention that my good friend Lou Rorimer recently had his father featured in this NY Times article. Lou’s father was part of an allied military unit that was responsible for protecting artworks during WWII and then later recovering the ones that the Nazis stole. They were dubbed the “Monuments Men” – the story is being made into a movie starring George Clooney, Matt Damon, Daniel Craig, Kate Blanchett, Bill Murray, Jean Dujardin, Lord Grantham (er, Huge Bonneville) and John Goodman, due out this Christmas!

“Occupy the SEC” Sues to Hasten Volcker Rules

As noted in this Reuters article, a subset of the “Occupy Wall Street” movement has sued to push for adoption of the Volcker rules. I haven’t heard if the Occupy movement will be going to any annual meetings this year. Let me know if you hear something…

Webcast: “Growing Controversies Over Company Valuations Under Delaware Law”

Tune in tomorrow for the webcast – “Growing Controversies Over Company Valuations Under Delaware Law” – to hear Kevin Miller of Alston & Bird, Jennifer Muller of Houlihan Lokey and Kevin Shannon of Potter Anderson discuss whether – despite case law to the contrary – fair value (in appraisal) and fair price (under entire fairness) shouldn’t be viewed as identical. Please print off these two sets of Course Materials in advance – fair value and control premiums.

– Broc Romanek