On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the...more
9/30/2022
/ 10b5-1 Plans ,
Cease and Desist Orders ,
Civil Monetary Penalty ,
Corporate Counsel ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Violations
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more
4/1/2022
/ Comment Period ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
Investors ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Reverse Mergers ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SPAC market has withstood many challenges throughout 2021, including softening of the private investment in public equity (PIPE) market for a majority of the year after a very robust first quarter for initial business...more
1/7/2022
/ Acquisitions ,
Backstop Agreements ,
Breach of Duty ,
Capital Markets ,
Class Action ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investigations ,
Investors ,
Mergers ,
Private Investment in Public Equity (PIPEs) ,
Proposed Legislation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Share Redemption ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
Within the last two weeks, a group of plaintiffs’ attorneys have filed derivative lawsuits in U.S. federal court in New York against three separate special purpose acquisition companies (“SPACs”) — Pershing Square Tontine...more
SEC Settles First-Of-Its-Kind $13m DeFi Tech Action; NASDAQ Board Diversity Rules Challenged in Fifth Circuit; Delaware Court of Chancery Declines to Enforce Contractual Limitations on Liability to Bar Contractual Fraud...more
8/26/2021
/ Aiding and Abetting ,
Blockchain ,
Board of Directors ,
Civil Conspiracy ,
Constitutional Challenges ,
Contract Disputes ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Diversity ,
Enforcement Actions ,
Fifth Amendment ,
Fraudulent Inducement ,
Investment Companies ,
Investors ,
Misrepresentation ,
Nasdaq ,
Petition for Review ,
Popular ,
Publicly-Traded Companies ,
Purchase Agreement ,
Representations and Warranties ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations ,
Settlement ,
Smart Contracts ,
Token Sales ,
Unjust Enrichment ,
Unregistered Securities
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
7/29/2021
/ Appeals ,
Automatic Stay ,
Board of Directors ,
Breach of Duty ,
Certiorari ,
Class Certification ,
Coronavirus/COVID-19 ,
DE Supreme Court ,
Derivative Suit ,
Discovery ,
Dismissal With Prejudice ,
Federal Rules of Civil Procedure ,
Fiduciary Duty ,
Investors ,
Misleading Statements ,
Misrepresentation ,
Motion to Dismiss ,
Popular ,
Private Securities Litigation Reform Act of 1995 ,
PSLRA ,
Remand ,
Reversal ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Standard of Review ,
State Courts ,
Stock Prices ,
Vacated
On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more
7/29/2021
/ Acquisitions ,
CEOs ,
Disclosure Requirements ,
Enforcement Actions ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Omissions ,
Rule 10b-5 ,
Section 17(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
6/4/2021
/ Cease and Desist Orders ,
Class Action ,
Corporations Code ,
Cryptocurrency ,
Digital Currency ,
Dismissal With Prejudice ,
Dismissals ,
Federal Reserve ,
Federal Rules of Civil Procedure ,
Investors ,
Judicial Notice ,
Loss Causation ,
Misleading Statements ,
Pleading Standards ,
Private Securities Litigation Reform Act of 1995 ,
Proxy Statements ,
Putative Class Actions ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholders ,
Shutterfly ,
Uber
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
5/19/2021
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Buyers ,
Buyouts ,
Cease and Desist ,
Civil Monetary Penalty ,
Controlling Stockholders ,
Debt Financing ,
Dismissals ,
Failure To Disclose ,
Fiduciary Duty ,
Foreign Investment ,
Going-Private Transactions ,
Investors ,
Minority Shareholders ,
Motion to Dismiss ,
Partial Summary Judgments ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Regulation ,
Securities Violations ,
Sellers ,
Settlement Agreements ,
Solicitation
Biogen Inc. Wins Some, Loses Some, In Delaware Chancery Court Corporate Records Suit; Southern District of Florida Dismisses Securities Fraud Class Action Against Norwegian Cruise Lines Stemming From Alleged Impacts of...more
4/23/2021
/ Anti-Kickback Statute ,
Banking Sector ,
Bitcoin ,
Books & Records ,
Class Action ,
Coronavirus/COVID-19 ,
Corporate Records ,
Criminal Prosecution ,
Cryptocurrency ,
Delaware General Corporation Law ,
Discovery ,
Dismissals ,
Duty to Correct ,
Duty to Disclose ,
Enforcement Actions ,
Ether ,
False Statements ,
Federal Prosecutors ,
Government Investigations ,
Investment Banks ,
Investors ,
Meeting Minutes ,
Misleading Statements ,
Motion to Compel ,
Policies and Procedures ,
PSLRA ,
Putative Class Actions ,
Scienter ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations ,
Stock Prices
Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more
4/7/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Bad Faith ,
Breach of Contract ,
Breach of Duty ,
Burden of Persuasion ,
Burden of Production ,
Business Litigation ,
Class Action ,
Class Certification ,
Collateralized Debt Obligations ,
DE Supreme Court ,
Derivative Suit ,
Dismissal With Prejudice ,
Dismissals ,
Duty to Disclose ,
Enforcement Actions ,
Fiduciary Duty ,
Fraud ,
Investors ,
Mergers ,
MetLife ,
Misleading Statements ,
Motion to Dismiss ,
Oracle ,
Oral Argument ,
Pensions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Shareholders ,
Stock Prices
Federal Judge Dismisses Facebook Investor Class Action Based on Board Diversity, Virginia Federal Judge Denies Motion to Dismiss Claims that Altria Knew JUUL Was Marketing to Underage Consumers, SEC Brings Claims Against AT&T...more
3/24/2021
/ Advertising to Minors ,
AT&T ,
Board of Directors ,
Class Action ,
Dismissals ,
Diversity ,
Facebook ,
Fiduciary Duty ,
Investors ,
Motion to Dismiss ,
Putative Class Actions ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Violations ,
SLUSA
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more
3/3/2021
/ Acquisitions ,
Asset Purchase Agreements ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Buyers ,
Capital Raising ,
Cardinal Health ,
Class Action ,
Closing Documents ,
CVS ,
Derivative Suit ,
Disclosure Requirements ,
Dismissals ,
Division of Corporate Finance ,
Enforcement Actions ,
Fiduciary Duty ,
Investors ,
Market Volatility ,
Mergers ,
Mismanagement ,
Motion To Strike ,
Omnicare ,
Opioid ,
Purchase Price Adjustment ,
Putative Class Actions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Unclean Hands ,
Volkswagen
2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more
2/23/2021
/ Board of Directors ,
Corporate Officers ,
Disclosure Requirements ,
Division of Corporate Finance ,
Initial Public Offering (IPO) ,
Popular ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company