Corporate Securities Law Blog
The Corporate Securities Blog addresses compliance, corporate governance, disclosure, investigations and enforcements, mergers and acquisitions, securities litigation, and tax. Sheppard Mullin publishes this blog.
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Recent Articles
Ninth Circuit Holds That Section 304 Of The Sarbanes Oxley Act Does Not Provide Litigants With A Private Right Of Action
In In re Digimarc Corporation Derivative Litigation, 2008 WL 5171347 (9th Cir. Dec. 11, 2008), the United States Court of Appeals for the Ninth Circuit held that Section 304 of the Sarbanes-Oxley Act (15 U.S.C. § 7243), which provides for the forfeiture of certain bonuses and profits when...
Ninth Circuit Rejects Theory Of "Collective Scienter" And Reaffirms Pre-Tellabs Authority
In Glazer Capital Management, LP v. Magistri, 2008 WL 5003306 (9th Cir. Nov. 26, 2008), the United States Court of Appeals for the Ninth Circuit held that when pleading scienter as to a corporate defendant, the Private Securities Litigation Reform Act of 1995 (the “Reform Act”)...
Ninth Circuit Rejects Theory Of "Collective Scienter" And Reaffirms Pre-Tellabs Authority Applying Heightened Requirements For Pleading Scienter In Securities Fraud Actions
In Glazer Capital Management, LP v. Magistri, No. 06-16899 (9th Cir. Nov. 26, 2008), the United States Court of Appeals for the Ninth Circuit held that when pleading scienter as to a corporate defendant, the Private Securities Litigation Reform Act of 1995 (the “Reform Act”)...
The Delaware Chancery Court Rejects Attempt By Acquirer To Cancel Merger Amid Worldwide Credit Crisis
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 2008 WL 4457544 (Del. Ch. Sept. 29, 2008), the Delaware Chancery Court, after an expedited six day trial, ruled that Hexion Specialty Chemicals, Inc. had breached various provisions of a July 2007 merger agreement. By that agreement,...
Ninth Circuit Limits Scope Of Settlement Bar Orders In Securities Class Action Settlement
In In re Heritage Bond Litigation, 2008 WL 4415172 (9th Cir. Oct. 1, 2008), the United States Court of Appeals for the Ninth Circuit held that a class action settlement bar limits only contribution, indemnity or other comparative fault claims against settling defendants where damages are calculated...
Second Circuit Applies Fraud-On-The-Market Doctrine To Research Analyst Reports
In Millowitz v. Citigroup Global Markets, Inc., 2008 WL 4426412 (2d Cir. Sept. 30, 2008), the United States Court of Appeals for the Second Circuit held that the fraud-on-the-market doctrine established in Basic Inc. v. Levinson, 485 U.S. 224 (1988), applies in Rule 10b-5 suits challenging alleged...
Second Circuit Applies Fraud-On-The-Market DoctrineOCTRINE To Research Analyst Reports
In Millowitz v. Citigroup Global Markets, Inc., 2008 WL 4426412 (2d Cir. Sept. 30, 2008), the United States Court of Appeals for the Second Circuit held that the fraud-on-the-market doctrine established in Basic Inc. v. Levinson, 485 U.S. 224 (1988), applies in Rule 10b-5 suits challenging alleged...
California Closes Gap on Billing for Diagnostic Imaging Services
On September 27, 2008, Governor Schwarzenegger approved California Assembly Bill 2794, which will become effective January 1, 2009. AB 2794 adds Section 655.8 to the California Business and Professions Code (the "B&P Code"). New B&P Code Section 655.8 prohibits...
Minimizing Taxes For Foreign Investors In China
Recent changes to Chinese tax law has dramatic implications for the tax burden of foreign investors in the People's Republic of China. Despite the changing tax landscape, there are still opportunities to take advantage of current tax law. Background On January 1, 2008, the 2008...
Impact of the Emergency Economic Stabilization Act of 2008 on Executive Compensation Issues
The Emergency Economic Stabilization Act of 2008 ("EESA"), which President Bush signed into law on October 3, 2008, created the Troubled Asset Relief Program ("TARP") under which the United States Treasury (the "Treasury") is generally authorized to purchase troubled...
