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Vol. 40, Nos. 1-49, pp. 1-2140 Jan. 7 -- Dec. 22, 2008 A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
MAIL FRAUD
Amerindo, DOJ wins multiple convictions (S.D.N.Y.), 1930
Cold-calling investment scam, participant prison sentence affirmed (2d Cir.), 1259 Export scheme, settlement reached (S.D. Fla.), 1794 Hollinger Inc. settles charges re Canadian and U.S. newspaper sales (N.D. Ill.), 507; related convictions affirmed (7th Cir.), 1008 Phony stock purchase scheme, defendant's assets frozen (S.D. Ill.), 1887 Securitizations of accounts receivables, NCFE execs convicted of defrauding buyers (S.D. Ohio), 451; sentencing, 1254; no violation of law opinions, Analysis and Perspective, 1264; related suit re credit rating of NCFE notes may proceed, 1270; CEO denied dismissal of related suit, 1606
Clean slate, SEC official says economic crisis requires management to rethink disclosure, 2135
Economic change should spur fresh look at disclosure, Analysis and Perspective, 1803 Fair value, SEC staffer advises disclosing assumptions, 2083 Financial crisis, considerations for public companies, Analysis and Perspective, 2012 SEC offers advice to 30 firms carrying certain risks and assets, 537; second reminder sent, 1514 TARP firms should consider starting with a clean slate, official tells conferees, 1968 Year-end planning, SEC official offers advice, 1964
A.G. Edwards brokers fined (SEC), 403
Chronos Asset Mgmt. and principal settle charges (SEC), 154 CIBC World Markets Corp. employee agrees to sanctions in settlement re improper trading practices (SEC), 1173 Janus Capital officials sanctioned, adviser cleared (SEC), 702 Oppenheimer & Co. settle FINRA charges, 284 Pentagon Capital Mgmt. and CEO charged (S.D.N.Y.), 535; second firm and exec charged, 581; adviser settles charges, fund manager and COO face related charges, 664 Prospectuses, SEC action reinstated re misleading fund documents (1st Cir.), 2051 Prudential stockbroker indicted (D. Mass.), 10; industry bar issued (SEC), 285; appeal filed (1st Cir.), 670; no factual issue re deception, SEC argues in appeal brief, 895; related claims may proceed, 1434; broker pleads guilty, 1509; no issue re scienter, ban upheld (1st Cir.), 1740 Samaritan Asset Mgmt., suit may proceed, fraud sufficiently alleged (N.Y. Sup. Ct.), 1852 Southwest broker liable (N.D. Tex.), 624
Crown Media Holdings investor suit re misstatements about status of auction may proceed (N.D. Ill.), 205
Failure to disclose threatened lawsuit against acquired firm, buyer suit reinstated (D.C. Cir.), 1082 Hollinger Inc. settles charges re Canadian and U.S. newspaper sales (N.D. Ill.), 507; related convictions affirmed (7th Cir.), 1008 Insider trading re Adidas acquisition of Reebok, Goldman Sachs associate sentenced after guilty plea (S.D.N.Y.), 10; final consent judgments entered, 891 Newspaper circulation figures, Tribune Co. shareholder class action dismissed for pleading deficiencies (7th Cir.), 589 Stock price manipulation, television production firm founder and CEO indicted (C.D. Cal.), 510 TouchStand music kiosks scheme, operator indicted (Colo. Dist. Ct.), 417
Fees, FINRA announces new deduction procedures, 1425
Appraisal, Del. action only remedy for shareholder unhappy with price (E.D. Pa.), 2078
Asset swap deal, class action alleging offering document omissions dismissed (S.D.N.Y.), 489 Attempted liquidation, transaction causation not found in shareholder suit (S.D.N.Y.), 2000 Attorneys' fees, request reduced in settled action (Del. Ch.), 639 Bad faith withdrawal motion, plaintiffs and counsel sanctioned (Del. Ch.), 415; defense attorneys awarded fees and costs, 1386 Banco Santander S.A. granted exemption from Regulation M requirements for acquisition of Alliance 7 Leicester plc (SEC No-Action Letter), 1359 Bank of America announces plan to buy Merrill Lynch, 1480; suit challenging merger, stay or dismissal denied (Del. Ch.), 1906; MOU signed to settle litigation, additional disclosures to be made, 1999; Fed approves merger, 1999 Bidder may have interfered with contract by skirting auction process (W.D. Ky.), 95 Breach of agreement, prevailing plaintiff indemnification claim for attorneys' fees and expenses barred by res judicata (Del. Super. Ct.), 1268 Concealment of product flaws to avoid jeopardizing merger, investor suit dismissed re failure to meet PSLRA scienter pleading standard (S.D. Ind.), 358 Congressional Outlook 2008, Special Report, 82 Construction firm merger covered under SLUSA Delaware carve-out, must be remanded to state court (D. Mass.), 2121 Contingencies, FASB starts new guidance process, 1816 Continuous ownership, plaintiffs in derivative suit lose standing post-merger (D. Del.), 1854 Cross-border takeovers
Italy, regulator enables corporate defenses against hostile takeovers, 1784
Regulators meet to discuss increasing effectiveness, 827; Analysis and Perspective, 1087 Debt funding of multiple subsidiaries, SEC fellow discusses accounting treatment, 2086 Derivative actions, software firm shareholder plaintiff lost standing after sale of stock in merger transaction (Cal.), 288 Directors and officers' personal responsibility in suits after Ryan v. Lyondell, Analysis and Perspective, 1697 Directors of English firm not bound by agreement consenting to Del. jurisdiction, breach claims dismissed (Del. Ch.), 255 Earnout calculation, one-time employee bonus incorrectly classified as operating expense (Del. Ch.), 1904 Failure to disclose threatened lawsuit against acquired firm, buyer suit reinstated (D.C. Cir.), 1082 Fairness opinion, HA-LO Industries may not bring negligence suit against Credit Suisse Securities under N.Y. law (7th Cir.), 290 FASB business combinations project
NPC Intl. acquisition, fee renegotiation claims against Merrill dismissed (D. Minn.), 1049
Wash. suit properly dismissed under Del. law (Wash. Ct. App.), 597 Foreign capital, mergers, and acquisitions, Japanese panel cites importance to health of economy, 827 Foreign Corrupt Practices Act
Due diligence in business combinations, DOJ issues clarification, Analysis and Perspective, 1340
Sarbanes-Oxley certificates alone are insufficient to infer scienter (9th Cir.), 1993 Guidant Corp./Boston Scientific merger strips shareholder of standing to bring derivative action (S.D. Ind.), 553 Hexion Specialty Chemicals must proceed with agreement to buy Huntsman after bad financial results (Del. Ch.), 1614; banks financing merger cannot sue to block (Tex. App.), 1806 Increased price, out-of-state plaintiff entitled to attorneys' fee presumption (Del.), 94 Insider trading
See INSIDER TRADING
JPMorgan Chase
Bear Stearns acquisition
Bear asset transfer, completion date set, 849; Bear assets lost $1 billion in value, Fed reports, 1083
CSE liquidity standards, Baucus (D-Mont) and Grassley (R-Iowa) quiz SEC re plans to reassess, 527; SEC reviewing, 655 Direct lending by Fed, Paulson supports, raises policy questions, 477; N.Y. Fed and JPMorgan Chase agree on details, 479; emergency loans may be extended, Bernanke says, 1068 Directors shielded by business judgment rule, investor suit dismissed (N.Y. Sup. Ct.), 2076 FDIC prepares for failure of larger banks, 895 Fed and SEC nearing agreement on closer regulatory cooperation, 959 Federal government role in buyout, Congressional leaders to explore, 480; regulators defend decision, Senators question Fed powers, 526; Grassley (R-Iowa) seeks probe re SEC decision not to sue Bear Stearns, 529; Reed (D-RI) and Dodd (D-Conn) seek GAO report re SEC enforcement, 530 Insider trading, Tester (D-Mont) seeks SEC probe re role in Bear downfall, 623 New firm faces risk of litigation, CFO says, 433; first class claims filed, more expected (S.D.N.Y.), 434; challenge stayed pending N.Y. suit (Del. Ch.), 598; Mich. retirement fund seeks lead plaintiff status, 830 Pre-takeover trading by Bear, Frank (D-Mass) urges SEC to expand probe, 577 SEC answers FAQs re deal, 435 Tipping of JP Morgan by SEC insiders, Grassley (R-Iowa) urges investigation, 1729 Late-filed election of consideration forms, breach of good faith claim re acceptance of some and rejection of others may proceed (Del. Ch.), 1563 Lear Corp. approval of termination fee, derivative suit dismissed (Del. Ch.), 1613 Limited partnership, merger involving parent of one member did not activate right of first refusal (7th Cir.), 327 Lyondell Chemical sale to Basell AF, directors may face personal liability re breach of Revlon duties (Del. Ch.), 1266; review of order allowing suit granted (Del.), 1560 Macy's, post-merger stock value inflation allegations, derivative suit fails for lack of presuit demand on board (S.D.N.Y.), 1763 Management stock options, shareholder post-merger inadequate consideration claim derivative (Del.), 903 Minority shareholders objecting to total transfer of corporate assets not limited to appraisal as remedy (Fla. Dist. Ct. App.), 556 Mitsubishi bid to purchase Morgan Stanley, Fed statement explains approval, 1654 Netcentives/UVN merger suit, sixth amended complaint goes too far, denied (N.D. Cal.), 2010 Nonprofit organizations, FASB to issue final guidance, 1913 Orphan Medical merger proxy statements, investor suit properly dismissed for pleading deficiencies under PSLRA (8th Cir.), 1294 Pension fund bid to intervene in class action challenging untimely (7th Cir.), 1085 Rejection of offer and reclassification of shares, shareholder suit dismissed re failure to allege facts to overcome business judgment rule presumption (Del. Ch.), 373 Reverse mergers
Contract, breach of duty, and fraud claims dismissed against firm that brokered public shells (N.Y. Sup. Ct.), 1564
Promoter liable, penalties overturned (9th Cir.), 1369 Shareholder suit dismissed for failure to plead fraud or loss causation (D. Conn.), 1217
Common stockholder cannot block with rights of unknown preferred holders (Del.), 93
Disclosure breach, quasi-appraisal appropriate remedy (Del. Ch.), 905; attorneys fees awarded, 1561 Stock option backdating, Boston Communications Group derivative suit dismissed after merger (D. Mass.), 163 Special purpose acquisition vehicles (SPACs)
Nasdaq seeks approval to list, 279; SEC seeks comment on proposal, Federal Brief, 713
NYSE seeks approval to list, 404
Bank bailout funds, Boehner (R-Ohio) concerned re use for acquisitions, 1787
Shareholder motion to block bank merger for failure to disclose potential effect of TARP denied (Del. Ch.), 1764 Tortious interference, class action against UBS re Genesco/Finish Line merger may proceed (E.D.N.Y.), 772 Transferability of acquired stock, firm president suit properly dismissed (Cal. Ct. App.), 130 Transkaryotic Therapies-Shire Pharmaceuticals Group merger, unlawful merger claim may proceed (Del. Ch.), 1092 Treasury Dept. proposed SEC/CFTC merger frowned upon, 558 United Rental bid to force specific performance of RAM deal rejected (Del. Ch.), 22 Vivendi-Activision deal, shareholder vote may proceed (Del. Ch.), 1050 Wachovia/Wells Fargo deal, business judgment rule prevents shareholder request to enjoin, settlement reached (N.C. Sup. Ct.), 2124 Work product protections do not apply to engagement letter sought in merger dispute (Del. Ch.), 1507
Produce company, shareholders lack standing to bring direct suit on sale of corporate asset (Fla. Dist. App. Ct.), 1904
Misappropriating identities of inactive public firms, trading halted in stock of 26 issuers, 404
Registration scheme, firms and broker-dealer charged, some settle (C.D. Cal., SEC), 1257 SEC focus coming back, official tells conferees, 482
See ARMED SERVICES
Attorneys' fees, firm official and auditor awarded in dismissed suit under Equal Access to Justice Act (D. Colo.), 1647
Fraudulent offering of unregistered diamond and gold mining firm stock, individuals and firms charged by SEC (D. Nev.), 580 Gray market trades, SEC granted emergency relief against couple who violated earlier deal (D.D.C.), 120 Insider trading, exec settles charges re investment in merger target (S.D.N.Y.), 1225
Asset freeze ordered against individuals and firm (N.D. Ill.), 749
Blank document scam, broker charged (E.D. Tex.), 1259 Campaign finance violations, SEC charges Hsu with operating massive Ponzi scheme (C.D. Cal.), 1646 Churning, investment adviser properly sentenced after guilty plea (2d Cir.), 745; receiver lacked authority to set aside asset transfer, 1020 Client funds, investment adviser faces SEC charges (D. Mass.), 829 Elderly nursing home resident, N.J. broker charged (FINRA), 287 Foreign currency, 2 fined by CFTC (S.D. Fla.), 1512 Foreign currency futures contracts, controller and three firms settle CFTC fraud charges (N.D. Ill.), 215 Gray market trades, SEC granted emergency relief against couple who violated earlier deal (D.D.C.), 120 Hedge funds, lying to investors and operating fraudulent fund, investment firm VP settles charges (C.D. Cal.), 79; founder sentenced on related charges, 322 Investment adviser charged (N.D. Cal.), 1167 REIT exec settles charges (E.D.N.Y.), 1493 Unregistered commodity pool operator settles charges (CFTC), 134
Amerindo, DOJ wins multiple convictions (S.D.N.Y.), 1930
Cold-calling investment scam, participant prison sentence affirmed (2d Cir.), 1259 Customer identity, E*Trade settles charges it ignored verification procedures (SEC), 1219 Escrow account siphoning for personal use, former Baker & McKenzie partner indicted (E.D.N.Y.), 860 Forfeiture of assets, reversal of conviction reverses (D. Kan.), 76 GunnAllen Financial and traders settle FINRA charges re inadequate protections, 749 Hollinger Inc. settles charges re Canadian and U.S. newspaper sales (N.D. Ill.), 507; related convictions affirmed (7th Cir.), 1008 Municipal securities bribery scheme, mayor, friends indicted (N.D. Ala.), 1990 National Century Fin. Enter. CEO convicted on multiple charges (S.D. Ohio), 1863 Penny stocks, Brazilian nationals indicted re telemarketing scam (S.D. Fla.), 490 Publicly-traded firm, jury finds 2 guilty (D. Ariz.), 1503 Securitizations of accounts receivables, NCFE execs convicted of defrauding buyers (S.D. Ohio), 451; sentencing, 1254; no violation of law opinions, Analysis and Perspective, 1264; related suit re credit rating of NCFE notes may proceed, 1270; CEO denied dismissal of related suit, 1606 Suspicious activity rules, SEC launches online resource to aid in mutual fund compliance efforts, 1252 TriCapital Advisers president sentenced to prison (D. Md.), 669
See REAL ESTATE
Box office futures exchange, Cantor applies with CFTC to operate, 2082
Chancellor CEO, disgorgement ordered re asset inflation scheme (D. Mass.), 101
Delphi audits, Deloitte & Touche to settle class claims, 31; partners agree to bar from practice (SEC), 336; dismissal denied (E.D. Mich.), 1823 GMAC bonds, lack of disclosure re parent company not violation of '33 Act (6th Cir.), 2061 Health care reform proposal, firm may not omit from proxy materials (SEC No-Action Letter), 877 Luxury motor coach timeshare LLC, out of state managers without personal involvement cannot be sued in Florida (Fla. D. Ct. App.), 2026 Parts supplier, plaintiff's scienter argument must be most plausible for dismissal, suit reinstated (6th Cir.), 1934 Subprime auto loans, NCUA alerts renewed private fund manager's investor notification obligations (S.D.N.Y.), 627 TARP, manufacturers seek relief, 1789; officials discuss possible industries, 1800; Paulson says funds should not be used to rescue automakers, 1936
See MOTION PICTURES
Auction rate securities (ARS)
Bar orders in settlement overly broad, non-settling defendant may pursue claims against settling defendants (9th Cir.), 1600 Bond rating practices, state treasurers urge credit rating agencies to change, 373; Conn. Attorney General files suit against agencies, 1229 Bribery scheme, mayor and friends indicted (N.D. Ala.), 1990 Cal. governor signs bill to allow local governments to buy back bond debt, 502 Closed-end funds, Mass. officials launch inquiry re auctions, 292; subpoenas issued to UBS, Merrill Lynch, and Bank of America, 502; UBS reaches settlement, 773; UBS settlement terms approved (Mass. Super. Ct.), 1231; Morgan Stanley reaches settlement, 1266; class actions filed (D. Mass.), 1299; Bank of America agrees to buy back to settle charges, 1444 Collateralized debt obligations, Mass. regulator issues subpoenas to insurers, 131 Compliance seminar, MSRB and SIFMA announced, 1696 Credit rating and insurance industry review Directors and officers
Former chair resigns, new members seated, 1611
New officers and board members, 1376 Senior management changes, new members, 1696 Electronic Municipal Market Access (EMMA) system received well, new issue info system delayed, MSRB official says, 590; SEC proposes rule changes making MSRB central repository for disclosures, 1206; inadequate data available re muni market, study finds, 1487; comments received, 1550; MSRB issues draft specifications for online access, 1550; MSRB asks SEC to delay implementation, 1893; SEC approves rule changes to implement system, 2052 Failure to disclose key data in offering documents, underwriter properly sanctioned (D.C. Cir.), 71 Financial crisis
Dealers push for federal purchase of ARS, VDN, 1782
Fed and Treasury should consider muni market in bailout, official tells conferees, 1800 State, local governments, MSRB in discussion with federal government about possible use of TARP, other funds to assist, 1781 Investor protection rules, notice issued, 120 Lehman Brothers bankruptcy, issuers should prepare for aftereffects, SEC warns, 1488 Monoline insurers, downgrades mean changes for muni borrowers, experts say, 1011 New interface system introduced, Federal Brief, 1696 New Issue Information Dissemination System (NIIDS), reminder of rule changes on underwriter use, 1431 Offerings disclosures
Mayor and brokerage official face SEC charges in Blount Parrish & Co. probe (N.D. Ala.), 694; SEC urges court to disregard SIFMA amicus brief supporting dismissal, 1428
San Diego officials charged in ongoing SEC action (S.D. Cal.), 581 Risky behavior led to current economic turmoil, Bachus (R-Ala) tells conferees, 393 SEC enforcement, 2008 agenda released, 232 Stock market turbulence not expected to have an effect, MSRB says, 1482 Transparency, MSRB seeks to collect, disseminate ARS and VRDO information, 1943; specifications published, Federal Brief, 2069 Underwriting fees, arbitration award to brokerage upheld (S.D. Fla.), 1258
Abusive sales practices to military personnel, class properly certified in suit against broker-dealer (U.S., rev den), 43
Affiliated funds, Banc of America subsidiaries settle charges re disclosure violations (SEC), 708 Arbitrage scheme, Ill. damages award reversed (7th Cir.), 329 Arbitration award in favor of broker, general dissatisfaction insufficient to reverse (S.D.N.Y.), 1842 Bank of America purchases, SLUSA preempts trust beneficiary claims (8th Cir.), 830; related suit preempted, 1010; (U.S., rev den), 1926 Best execution
Fidelity Investments settles charges (SEC), 355
SLUSA bars suit against fund manager re breach of implied duty (S.D. Ill.), 966 Directed brokerage commissions, American Funds Distributors fine affirmed, 700 Disclosure
Open-end investment companies, bill to improve disclosure of fees and expenses
Summary prospectus requirement, SEC reopens comment period for proposal, 1210; SEC to decide on rule changes, 1872; rule adopted, 1922 XBRL use, SEC examining draft decision memo, 168; proposal issued, 821; gradual replacement of EDGAR planned, 1330
Adviser and distributor had no duty to disclose, investor class action dismissed (D.N.J.), 709
Edward Jones reaches administrative settlement with Cal. attorney general, 1445 UBS did not have duty to proactively disclose, class action dismissed (S.D.N.Y.), 1791 EC proposes overhaul of rules in effort to boost cross-border trade, 1115; legislation approved to support management company passport, 2056 Entertainment of traders, Lazard Capital Markets LLC settles charges (SEC), 1793 Fair fund distributions
Franklin-Templeton investors, distribution begins, 1558
Putnam Investment Management investors, distribution begins, 1336 Vivendi fraud victims, distribution begins, 1319 Globalization should be increased, Atkins tells conferees, 452 Independent directors, SEC staff initiative to enhance effectiveness, 1782 Investment adviser fees, investor suit properly dismissed (7th Cir.), 822; en banc rehearing denied, 1293; correction, 1339 Investment Company Institute forms industry panel for risk minimization recommendations, 1836 Kickbacks and excessive fees, investor class action against American Funds dismissed as untimely (C.D. Cal.), 1010 Late trading
See LATE TRADING
See MARKET TIMING
See MONEY LAUNDERING
Lehman debt, fund carrying breaks buck, SEC clarifies accounting issues, 1479; entity to liquidate 14 funds, 1691; Treasury agrees to be buyer of last resort, 1946
Liquidity program, Fed directs loans to prime funds, 1744; purchases to begin, 1892 Share price, Treasury Dept. begins program to guarantee stability, 1589; program expanded, 1652; guarantees to continue through April, 1989 Treasury Dept. unveils insurance plan over objections of commercial banking industry, 1472; new safeguards may be required, Fed says, 1475; FINRA issues Investor Alert re program, 1590 PAX World Mgmt. settles charges re failure to follow own rules when choosing shares (SEC), 1228 Proxy votes, funds cast in keeping with shareholder interests, ICI study finds, 1072 Sales and supervisory violations, five broker-dealers settle FINRA charges, 322 SEC enforcement, 2008 agenda released, 232; reform efforts, officials outline, 666; proposal likely soon, official says, 690; exam practices evolve with markets, regulatory work continues, officials tell conferees, 937 Shareholder fees, investment advisers charged re misuse (SEC), 1549 Soft dollars, framework for directors due this summer, Donohue tells conferees, 740; SEC issues guidance, 1205 Suitability
Brokerage fined $1.1M for Class B share sales advice, 1686
Stockbroker sanctions upheld (D.C. Cir.), 2061 Contact the Webmaster at webmaster@bna.com Copyright © The Bureau of National Affairs, Inc. All Rights Reserved. |