March 3, 2011

Mammoth F-Cubed Jury Verdict Overturned Under National Australia

As noted in this Wachtell Lipton memo by George Conway, a federal district judge in New York last week threw out most of a securities class action jury verdict that plaintiffs’ lawyers had estimated was worth $9.3 billion. The jury’s verdict was rendered 13 months ago – before National Australia was decided, and thus under now-overturned law – upheld claims that were predominantly “foreign-cubed” (asserted by foreign investors against a foreign issuer for losses on a foreign exchange) and “foreign-squared” (asserted by American investors against a foreign issuer for losses on a foreign exchange). In categorically dismissing all the claims of those investors, the decision in In re Vivendi Universal, S.A. Securities Litigation, according to Vivendi and its counsel, eliminated at least 80%, and perhaps up to 90%, of the liability that the verdict could have produced.

As George notes in his memo, this case marks the culmination of a series of district court decisions that have consistently rejected attempts by the securities class-action plaintiffs’ bar to find loopholes in National Australia. Both of the main theories that have been advanced by plaintiffs’ lawyers to evade the Supreme Court’s decision have been repudiated by the courts, now repeatedly and sometimes scathingly.

Why Would Corp Fin Ever Deny a Registration Statement Withdrawal?

Last week, BlogMosaic ran this blog about how the SEC recently denied the withdrawal of a registration statement. It’s a rare occurrence and might lead you to wonder why Corp Fin would do such a thing. I believe it happens when the SEC suspects foul play and by denying the withdrawal, it helps them maintain jurisdiction over a potential action.

More on our “Proxy Season Blog”

With the proxy season in full swing, we are posting new items regularly on our “Proxy Season Blog” for 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:

– Updated: Links to Fortune 100 Investor Web Pages
– Proxy Impact Offers New Advisory Services
– Goodbye Proxy Governance! And Then There Were Two…
– A Final Review of 2010 ESG Shareholder Proposals
– Top 10 Questions for Audit Committees

– Broc Romanek