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In a Must-Read Opinion, Delaware Court Rejects Bid to Block Massey Merger
From The D & O Diary, 11 month ago, Read 0 times. Similar articles
According to news reports, on June 1, 2011, Alpha Natural Resources completed its $7.1 billion acquisition of Massey Energy Company. The deal went forward despite last minute efforts by groups of Massey shareholders proceeding in West Virginia and Delaware courts to try to enjoin the transaction on the grounds that the merger did not properly value the pending derivative claims against the company’s board, resulting in Alpha being able to acquire Massey without taking into account the...
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Congressional Overhaul of Financial Regulation Launched, Securities Law Reforms Proposed
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
One consequence of the current economic crisis that has long seemed inevitable is some form of legislative overhaul of the financial regulatory system. This possibility may have taken one step toward realization with the October 1 release of a package of legislative proposals by Pennsylvania Democratic Congressman Paul E. Kanjorski, the Chairman of the House Financial Services Subcommittee on Capital Markets, Insurnace and Government Sponsored Enterprises.
In his October 1, 2009 press release...
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Court Bars Insurers' Bid to Rescind Milberg's Insurance
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
On September 30, 2009, in a decision that will be widely discussed both because of the high profile figures involved as well as because of the outcome, Southern District of New York Judge Loretta A. Preska ruled (here) that the statute of limitations bars the action brought by the Milberg law firm rsquo;s professional liability insurers to rescind the policies they had issued to the firm.
Background
During the period January 31, 2001 through January 31, 2004, the Milberg firm was insured...
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Securities Suit Filings Rebound in Third Quarter
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
After a brief lull during the second quarter, securities class action lawsuit filings during the third quarter were closer to historical norms, although the filings levels did drop again during September.
By my count, there were 49 new securities class action lawsuits during the third quarter. For reasons discussed below, my count could vary significantly from third quarter tallies that others may publish. But the 49 third quarter filings brings the year to date total through September 30,...
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D O Insurance: Additional Consideration, "Loss," and the "Bump Up" Exclusion
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
One of the recurring D amp;O insurance issues is the question of policy coverage for additional acquisition consideration paid to an acquired companies rsquo; shareholders ndash; so-called quot;bump up quot; claims. In an interesting and colorfully written September 28, 2009 opinion (here) that insurers undoubtedly will cite profusely in future disputes of this kind, District of Massachusetts Judge Nancy Gertner held that Genzyme Corporation rsquo;s D amp;O insurance policy did not cover...
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More Subprime Lawsuit Dismissals
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
In my recent subprime and credit crisis lawsuit status update (here), I commented that the defendants seemed to be getting the upper hand at the dismissal stage in many of these cases. Two recent dismissal motion rulings tend to corroborate this view. In addition, the defendants in the auction rate securities cases continue to have their dismissal motions granted.
SunTrust Bank: The first of these two recent dismissal motion rulings is the September 24, 2009 opinion (here) by Northern...
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Up Next: Securities Suits Against Municipalities'
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
Among the many firms and entitles struggling with the effect of the global economic downturn are a host of municipalities, many of whom face diminished tax revenues, unfunded pension and health care liabilities and aging infrastructure. A number of these municipalities also labor under a burden of debt undertaken when times were flush. Financial woes have already forced credit rating downgrades on some issuers rsquo; bonds and others are flirting with default. Among other things, these kinds of...
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An Interesting Auction Rate Securities Suit Dismissal
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
In a ruling with potential significance for the other remaining auction rate securities lawsuits, on September 17, 2009, Southern District of New York Judge Lewis A. Kaplan granted the defendants rsquo; motion to dismiss, with leave to amend, in the auction rate securities lawsuit pending against Raymond James Financial and certain of its subsidiaries. A copy of Judge Kaplan rsquo;s opinion can be found here.
There have been prior dismissals granted in the many pending auction rate securities...
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Do Comp Reform Proposals Threaten Increased Board Exposures'
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
One of the propositions on which most commentators seem to agree is that perverse compensation incentives helped fuel the global economic crisis. For example, last Wednesday, formed Fed Chairman Paul Volcker said in a speech that one of the causes of the financial crisis quot;was the ultimately explosive combination of compensation practices that provided enormous incentives to take risk. quot; Other commentators have made similar assertions.
Given these sentiments, it comes as no surprise...
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Specter's "Aiding and Abetting" Bill: Why it Could Pass and Why it Matters
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
In January 2008, the U.S. Supreme Court in the Stoneridge case followed its prior decision in Central Bank of Denver and held that there is no private right of action for quot;scheme liability quot; or aiding and abetting under the federal securities laws, ruling that Congress had reserved to the SEC the right to enforce aiding and abetting liability.
But what Congress has decreed, Congress can also change, and change is what Senator Arlen Specter proposed on July 30, 2009 when he introduced...
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Acquitted Options Backdating "Scapegoat" Seeks Revenge
From The D & O Diary, 2 year ago, Read 0 times. Similar articles
Former McAfee General Counsel Kent Roberts, accused of options backdating-related misconduct, was acquitted following a criminal jury trial and the SEC later dropped its separate enforcement action against him. But that apparently is not enough for Roberts ndash; he wants vengeance.
On September 16, 2009, he filed a lawsuit in the Northern District of California (complaint here), in which he alleges that the company, certain of its officers and directors and its outside advisors conspired to...
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