Recent Articles

Ninth Circuit Holds That Section 304 Of The Sarbanes Oxley Act Does Not Provide Litigants With A Private Right Of Action

Sheppard Mullin

January 06, 2009 18:25

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

Sheppard Mullin

December 04, 2008 17:56

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

Sheppard Mullin

December 04, 2008 17:56

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

Sheppard Mullin

November 11, 2008 17:38

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

Sheppard Mullin

November 08, 2008 03:42

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

Sheppard Mullin

November 08, 2008 01:48

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

Sheppard Mullin

November 08, 2008 01:48

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

Sheppard Mullin

November 07, 2008 21:49

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

Sheppard Mullin

November 07, 2008 17:14

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

Sheppard Mullin

October 21, 2008 22:28

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...