Securities Regulation & Law Report Index-Summary

SANCTIONS

– Arbitration, no authority to sanction claimants for challenging dismissal without legitimate basis (E.D. Pa.), 1165
– Bonds, phony reports, trader agrees to sanctions (CFTC), 279
– Default judgment entered in 11-year-old insider trading suit against nonresponsive Dutch nationals (S.D.N.Y.), 1670
– Directors and officers, permanent injunction from serving found too draconian (D.D.C.), 235
– Frivolous claims, pro se shareholder must pay costs (D. Conn.), 1627
– Harvard study finds SEC is biased toward big firms, 347
– Reasonableness, PSLRA award amount vacated for assessment (2d Cir.), 1681
– Settlements, investor who challenged need not pay sanctions (1st Cir.), 1409

SARBANES-OXLEY ACT

– Attorneys, special duties and divergent reporting obligations, Analysis and Perspective, 1739
– Bills to amend

– – Auditors of nonpublic broker-dealers, inspections and disciplinary action

See LEGISLATION, FEDERAL, HR 1212

– – Foreign auditor oversight bodies, sharing of confidential supervisory information

See LEGISLATION, FEDERAL, HR 3346

– Clawbacks sought against non-accused officer of auto parts retailer (D. Ariz.), 1394
– Federal sentencing guidelines after the economic crisis, Analysis and Perspective, 821
– Financial restatement prerequisite for §304 forfeiture claim (E.D. Mo.), 17
– Internal controls monitoring, COSO releases guidance, 238
– Small companies, internal controls audits requirement coming, 1875; further developments, see LEGISLATION, FEDERAL, HR 3775, 1910
– Survey, cost-benefit analysis of §404 compliance, 138
– Uniformity, Schapiro to bring small companies into compliance, 149
– USB modem company, fraud and stock manipulation claims may proceed (S.D. Cal.), 837
– Whistleblowers

See WHISTLEBLOWERS

SCIENTER

– Activewear manufacturer, claims do not meet pleading standard (S.D.N.Y.), 1576
– Auditor liability, scienter requires more than misapplication of accounting principles (D. Idaho), 1878
– BearingPoint investors may replead claims, dismissal reversed (4th Cir.), 1505
– Cadence Design Systems, class revenue recognition claims dismissed (N.D. Cal.), 1761
– Class actions, failure to plead with particularity dooms appeal (9th Cir.), 96
– Confidential witnesses to prove state of mind in securities claims, Analysis and Perspective, 87
– Distressed company investment fund, failure to disclose undercapitalization, scienter adequately pleaded (S.D.N.Y.), 15
– Dividends, announcement of increase in payouts after share buyback does not prove intent to mislead (5th Cir.), 698; (U.S., rev den), 1859
– Enron fraud, claims alleging JPMorgan complicity with disguised loans fails to plead scienter (2d Cir.), 114
– Lending practices, second complaint against Downey dismissed for faulty pleading (C.D. Cal.), 1617
– Market timing

– – Credibility is to be decided by trier of fact (5th Cir.), 749
– – Deception, appeal to decide whether or not activity by brokers showed intent (SEC), 1012
– – Monitoring, claims against Janus do not support summary dismissal (D. Md.), 55

– Mergers and acquisitions

– – Bank, actions of one director insufficient to meet standard for entire board (9th Cir.), 112
– – United Rentals, shareholder suit over failed Cerberus acquisition fails to plead scienter (D. Conn.), 1618

– Misleading statements, Ericsson securities fraud class action dismissed for failure to plead scienter (S.D.N.Y.), 14; dismissal affirmed, 1892
– Mortgage insurers

– – Confidential witnesses rejected to prove scienter, leave to amend granted (N.D. Cal.), 1366
– – Subprime mortgages, investor claim fails to raise strong inference that crisis was ignored (E.D. Pa.), 767

– Navistar, shareholders plead sufficient details for accounting fraud claims to proceed (N.D. Ill.), 1509
– Oil and gas

– – Biofuels, misrepresentations by executive support inference of scienter (S.D. Tex.), 1579
– – Evaluation reports, specific misrepresentations alleged, claims not dismissed (N.D. Tex.), 1362
– – Leases, '34 Act claim re misstatements and omissions reinstated (5th Cir), 345

– Pharmaceuticals

– – Blood thinners, suit re exaggerated safety and efficacy claims dismissed for failure to plead scienter (2d Cir.), 1247
– – Cholesterol drug, pleadings on concealment of trial results have adequate inference of scienter (D.N.J.), 1683
– – Clinical trial defects, claim alleging concealment dismissed (S.D.N.Y.), 620
– – Diabetes drug, cardiovascular risk, dismissal of investor claims not error (2d Cir.), 1616

– Product pricing, CFO's actions created strong inference of scienter re price pressures, claims reinstated (3d Cir.), 877
– Soda manufacturer, allegations do not meet PSLRA standard, suit dismissed (W.D. Wash.), 1249
– Stock option backdating

– – Digital media company, evidence does not support strong inference of scienter in deliberate recklessness claim (N.D. Cal.), 792
– – Witness Systems, no reasonable inference found given competing interpretations (11th Cir.), 139

– Stock sales and restatements alone do not provide strong enough inference, claims dismissed (N.D. Cal.), 1128
– Subprime mortgage investment risk profile, duty to inquire allegations re fraud lack scienter (S.D.N.Y.), 1894
– Tween Brands, scienter inadequately pled in claims re new stores, discounts, and other promotions (S.D. Ohio), 1249
– Warrants, investor claim against auditor for accounting treatment fails, dismissal affirmed (2d Cir.), 1036
– Weight management firm, inference of scienter lacking, class securities fraud claims dismissed (E.D. Pa.), 1680
– Yahoo! revenue inflation via click fraud, scienter inadequately pleaded, claims dismissed (N.D. Cal.), 1230

SECURITIES AND EXCHANGE COMMISSION (SEC)

– Accounting principles, SEC clarifies references, 1599
– Appointments and personnel issues

– – Generally

– – – Diversity, financial education for minorities would be a natural focus if staff mirrors population, 819
– – – Financial expertise, Paredes calls for more non-lawyers to detect fraud, 452
– – – Staffing levels, Schapiro tells House panel that SEC needs more people, 446; Schapiro seeks additional funding from Senate to increase staffing to 2005 levels, 1049
– – – Turnover is at historic lows, official says, 1855

– – Accounting Fellows, Krogstad and Mangold named, 1304
– – Atlanta Regional Office

– – – Director, Addleman to step down, Federal Brief, 1684
– – – Senior Assoc. Reg'l Dir, Crawford promoted to Chief Counsel for Diversity and Policy Initiatives, Federal Brief, 1368

– – Chairman, Senate hearing set for Schapiro appointment, 43; Schapiro tells panel she will reinvigorate enforcement if confirmed, 77; Schapiro confirmed, 105; Schapiro sworn in, 149
– – Chicago Regional Office, Lorenzen named Associate Regional Director for Examinations, 63
– – Chief Accountant, Kroeker named to acting position, 98; lengthy search narrowed down to five, Special Report, 1020; Kroeker named to permanent position, 1642; interview, 1948
– – Chief Freedom of Information Act and Privacy Act Officer, Walters named, Federal Brief, 1900
– – Chief of Staff, Uhlmann to step down, 120; Nisanci named, 573
– – Compliance Inspections and Examinations Office, Director, Richards to step down, Walsh to assume acting role, 1303
– – Corporation Finance, Parrat named acting director, 63; Cross named director, 709
– – Deputy Solicitor, Conley named, Federal Brief, 359
– – Diversity and Policy Issues, Chief Counsel, Crawford named, Federal Brief, 1368
– – Enforcement Division

– – – Additional staff, Schumer (D-NY) and Shelby (R-Ala) to introduce funding bill, 105
– – – Chief Accountant, Markel to leave, 20
– – – Chief Operating Officer, Storch named, Federal Brief, 1900
– – – Deputy Director, Reisner named, 1304
– – – Director, Thomsen to leave, Khuzami expected to be named, 245; Khuzami named, 289

– – Equal Employment Opportunity, Rodriguez named acting director, 63
– – General Counsel's Office

– – – Associate General Counsel for Legal Policy, Singdahlsen named, Federal Brief, 416
– – – Deputy General Counsel for Litigation and Adjudication, Cahn named, Federal Brief, 416
– – – General Counsel, Vollmer named to acting position, Federal Brief, 120; Becker named, will also be Senior Policy Director, 196; Vollmer to step down, Federal Brief, 306

– – Inspector General

– – – Independent funding

See LEGISLATION, FEDERAL, HR 2346

– – – Position presidential appointment subject to congressional approval

See LEGISLATION, FEDERAL, HR 885

– – Legislative and Intergovernmental Affairs Office

– – – Deputy Director, Kiernan to retire, 20; Davis named, 518
– – – Director, Schulz to step down, 920; Spitler named, Federal Brief, 1537

– – Miami Regional Office, Director, Nelson to step down, 1452
– – New York Regional Office, Director, Canellos named, Federal Brief, 1072
– – Risk Assessment, Fellows program announced, 813
– – Risk, Strategy, and Financial Innovation Division

– – – Director, Hu named, 1723
– – – Senior Policy Advisor, Berman named, Federal Brief, 1794

– – Senior Adviser to Chairman, Gillan named, 294
– – Senior Adviser to Chief Accountant, Malhotra named, Accounting Brief, 239
– – Specialized units, chief positions posted, 1777
– – Trading and Markets

– – – Deputy Director, Colby to leave, 216; Brigagliano named, Federal Brief, 416
– – – Director, Sirri to leave, 600; Brigagliano and Gallagher named acting co-directors, 820
– – – Trading Practices and Processing, Associate Director, Bussey named, 1794

– Budget

– – Independent funding, Schumer (D-NY) calls for fee-based structure, 1657
– – Obama administration unveils 2010 overview with increased funding, 334; funding request goes to Congress, 850; lawmakers ask Senate panel for funding, 874; Schapiro seeks additional funding from Senate to increase staffing to 2005 levels, 1049; further developments, see LEGISLATION, FEDERAL, HR 3170, S 2010
– – Self-funding, draft strategic plan includes proposal, 1853; Aguilar urges self-funding model, 1889
– – 2009 funding

See LEGISLATION, FEDERAL, HR 1105

– – Unused funding, House panel releases unobligated funds to avoid cutbacks, 516

– CFTC harmonization

– – Cooperation, Obama plan calls for common foundation between agencies, 1140; interagency communications improvements in Obama plan applauded by NASAA, 1146; Obama plan for derivatives calls for split authority with CFTC, 1294; Schapiro and Gensler agree interagency conflict resolution mechanism is necessary, 1391; Frank (D-Mass) and Peterson (D-Minn) present regulatory outline, 1434; Treasury releases draft legislation, 1517; CFTC suggests enhancements, 1592; joint meetings announced, 1594; joint hearing, 1697; House Financial Services Comm. hearings agenda set, 1749; Schapiro suggests modifications to reduce regulatory arbitrage, 1769; Gensler outlines regulatory ideas in European speeches, 1800; passage of Treasury proposal would create CFTC staffing challenges, 1839; further developments, see LEGISLATION, FEDERAL, S 1691
– – Different missions must be preserved, Gensler says, 1079
– – Joint investigations, Schapiro responsive to idea, 1659
– – Merger with CFTC possible, Special Report, 121; correction, 169; CFTC nominee Gensler defines goals, urges funding increase, 230; merger idea deferred by House Financial Services panel, 393; Commissioner Walter endorses merger of regulatory functions, 411; Schapiro says agencies can work well together if merger is not effected, 446; Chilton ambivalent about proposed merger, Special Report, 469; Aguilar supports single regulator, would include Employee Benefits Security Admin. in merger plan, 1053; Geithner pressed on decision not to recommend merger in congressional hearing, 1142

– Con artists, SEC warns of frauds involving scammers posing as staff, 401
– Credit rating agencies

See CREDIT RATING

– Decision making, commissioner urges cost-benefit analysis approach, 251
– Derivatives, Obama administration seeks legislation to grant authority to SEC and CFTC, 897; dual oversight scheme, Gensler outlines proposal to Senate Agric. Comm., 1078; Schapiro proposes oversight of securities-related products, 1220
– Enforcement Division

– – Agenda, changes to money market funds, advisory custody rules, and form ADV possible, official tells conferees, 603
– – Aggressive enforcement under new administration, panelists discuss, 1485; Attorney Insight, 1583
– – Assets, staff to confirm holdings through third-party verification, 451
– – Civil monetary penalties, inflation adjustments adopted, 339
– – Criminal cases, Aguilar urges grant of “standby authority” to SEC, 492
– – Efficiency, enhanced complaints processing and Ponzi scheme oversight included in new efforts, 246; GAO report questions use of resources, offers recommendations, 871
– – Emergency orders, potential fairness issues, Attorney Insight, 1630
– – Examiners more skeptical post-Madoff, officials say, 1862
– – FCPA, enforcement to remain strong, official tells conferees, 602
– – Fifth Amendment, invocation in joint SEC/DOJ actions, Analysis and Perspective, 574
– – General Counsel, authority to designate officers in investigations granted, 876
– – Inspection and examinations, delegation of authority outside OCIE, 1054
– – Limited liability companies, SEC petitioned to exempt under '40 Act, 1008
– – Naked short selling, SEC inspector general recommends improvements to complaint processing, 490; senators urge action in letter to SEC, 603
– – Parallel proceedings, initiatives to encourage individual cooperation will not hinder DOJ efforts, officials say, 1890
– – Penalty pre-authorization, commissioner tells conferees program should end, urges additional reforms, 78; Schapiro to eliminate program, 194; history of corporate enforcement, Analysis and Perspective, 307
– – Regulation D, inspector general faults Corp. Fin. for lack of review and enforcement, 610
– – Regulation FD, Compliance and Disclosure Interpretations issued, 1563
– – Reinvigoration, SEC testimony shows fresh approaches, Analysis and Perspective, 669
– – Restructuring of Enforcement division likely, panelists tell conferees, 50; specialized teams, Khuzami outlines new approach to Senate panel, 849; reorganization of division announced, new subpoena powers, 1473; greater speed an wider coverage to be expected in new enforcement climate, official tells conferees, 1475; Attorney Insight, 1583; broad reorganization causing stress, officials say on webcast, 1663
– – Rumors, regulators examine measures to halt spread of false information, Special Report, 1170
– – Short sales, restoration of uptick rule

See SHORT SALES

– – Specialized units should be in place by new year, SEC official says, 1777
– – State securities regulators may get more oversight, 1796
– – Streamlining of procedures underway, official tells conferees, 805
– – Temporary restraining orders, agency on track to freeze record number of assets, panelists say, 758
– – Trends in 2009, Analysis and Perspective, 1255
– – Wells process to be shortened, 1810
– – Whistleblowers, SEC engages contractor to review procedures on tips and referrals, 401

– Fee rates for 2010 released, 860; rate advisory, 1813
– FOIA, Inspector Gen. encourages support, 1812
– Headquarters, expense of reconfiguration of office space draws criticism, 611
– Hedge funds

See HEDGE FUNDS

– Internal investigations and audits

– – Compliance office, internal audit finds no security issues in computer systems, 610
– – Congressional review, Reed (D-RI) advocates complete inspection, 154
– – Data security controls, GAO audit finds continued weakness, 489; GAO says deficiencies could cause misstatements in financial statements, 609
– – Enforcement staff, Inspector Gen. investigating possible misconduct, 1057
– – Insider trading, inspector general report says staff attorneys may have violated rules, 901; new internal compliance measures announced, 1002; matter under investigation by U.S. Atty's Office and FBI, 1057; Grassley (R-Iowa) chastises Schapiro for failure to respond to requests for information, 1153
– – Stanford Ponzi scheme, IG clears SEC, 1435; investigation reopened on request of Vitter (R-La) and Shelby (R-Ala), 1887

– International Financial Reporting Standards

See INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

– Investment advisers, pay-to-play rules, SEC sets meeting date to consider rule, 1351
– Investor advisory committee, group focused on retail investors to be formed soon, Schapiro says, 652; panel created, initial members announced, 1054; first public meeting scheduled, comments invited, 1305; first public meeting held, 1438; groups ask committee to avoid clear definition, 1524; subcommittees formed for education, services, and voting issues, 1724
– Investor protection, additional authority

See LEGISLATION, FEDERAL, HR 3817

– Legislative proposals submitted to Kanjorski (D-Pa) per request, 1393
– Madoff fraud

See MADOFF FRAUD

– Midyear review, lawyers give enforcement division high marks, 1362
– Modernization, GAO report finds regulators have not kept pace with changes, 47; biennial report on high-risk entities, GAO reiterates need for change, 107; witnesses at congressional hearing confirm GAO findings, 110
– Municipal finance disclosures, Cox asks for repeal of Tower Amendment, 54; Schapiro to ask for more power over municipal securities, 1346; Analysis and Perspective, 1538
– Ponzi scheme detection, SEC urged to adopt IRS screening system, 1678
– Procurement and contracting

– – Audit finds significant risk areas, 1812
– – Sole source contract, award to Microsoft was error, official says, 1617

– Regulatory reform, Obama outlines key principles, 335; Schapiro would question moving investor protection functions away from SEC, 960; state and local pension funds urge Geithner to keep SEC independent, 1007; proposal would give expanded oversight authority to SEC, 1139; Analysis and Perspective, 1209; legislation delivered to Congress, 1293; new framework must address evolution of markets, official tells conferees, 1483; Treasury releases plan to share oversight of derivatives with CFTC, 1517; CFTC suggests enhancements, 1592; Schapiro says reform must continue despite recovery signs, 1722; Schapiro suggests modifications to reduce regulatory arbitrage, 1769; Gensler outlines regulatory ideas in European speeches, 1800; Kanjorski (D-Pa) circulates discussion drafts of legislation, 1813; passage of Treasury proposal would create CFTC staffing challenges, 1839; House Financial Services Comm. hearing discusses Kanjorski draft, 1857; further developments, see LEGISLATION, FEDERAL, S 1691
– Reports, recommendations, and studies

– – Litigation, study shows fighting claims is likely to reduce sanctions, 303
– – Management, U.S. Chamber of Commerce issues modernizing recommendations, 252; Chamber urges knowledge management program and more capital markets expertise hiring, 294
– – Naked short sales, pre-borrow rule found to be effective but expensive, 877
– – Reliance requirement of Stoneridge not applied in SEC actions, 305
– – Restructuring, letter from Maffei (D-NY) and Arcuri (D-NY) urges complete overhaul, 293
– – Sanctions, Harvard study finds SEC is biased toward big firms, 347
– – Settlements in fourth quarter 2008 reversed high trend, 348; sharp increases in number and amounts in first quarter 2009, 697; first half shows slight increase over prior year, 1492
– – XBRL system recommended to ease filing and improve recall, 138; SEC to hold public seminar, 995

– Resources, Paredes calls for conservation using better case tracking and selection measures, 554
– Retail investors, commissioner urges direct input in policymaking, 249
– Risk, Strategy, and Financial Innovation, new division created, 1723
– Rule interpretations, Corporation Finance division issues nonbinding '33 Act opinions, 207
– Sensitive payments, controls improvement needed in specific areas, 611
– Systemic risk oversight, regulator debated in Senate hearing, 395; ICI white paper outlines regulatory framework suggestions, 396; SEC unlikely to get new authority in overhaul of regulatory system, 499; House to create systemic risk regulator, Frank (D-Mass) tells conferees, 904; Bernanke supports oversight council, 1814; further developments, see LEGISLATION, FEDERAL, S 664
– Transparency, requirement for annual congressional testimony by chairman

See LEGISLATION, FEDERAL, HR 2664

– Whistleblowers, Grassley (R-Iowa) questions Schapiro about nondisclosure memo, SEC adds language, 860

SECURITIES DEFINED

See DEFINITION OF SECURITIES

SECURITIES INDUSTRY AND FINANCIAL MARKETS ASSOCIATION (SIFMA)

– Liquidity, SIFMA letter to Congress urges federal involvement, 200
– VRDOs, SIFMA supports MSRB request to Geithner to extend Treasury program for money market mutual funds, 415

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)

– Assessments, SIPC announces net operating revenue-based fees to sustain reserves, 415
– Madoff fraud

See MADOFF FRAUD

SECURITIES LITIGATION UNIFORM STANDARDS ACT (SLUSA)

– Affiliated mutual funds, SLUSA preempts class action for fiduciary breach (N.D. Cal.), 1694
– Annuities, market timing claims preempted by SLUSA, dismissal proper (4th Cir.), 210; (U.S., rev den), 1859
– Contract claim not created by failure to abide by NASD rules, claims dismissed (7th Cir.), 354
– Delaware carve-out

– – Medical management company, post-acquisition action falls under exception (9th Cir.), 258
– – Morgan Keegan shareholder claims not involving purchase or sale not subject to exclusion (W.D. Tenn.), 1899

– Estate claims should not have been dismissed with prejudice, leave to amend to avoid SLUSA preemption granted (9th Cir.), 974
– Preclusion of some claims does not mandate dismissal of entire action (3d Cir.), 162
– Removal

See REMOVAL JURISDICTION

SELF-INCRIMINATION

– Invocation of Fifth Amendment in joint SEC/DOJ actions, Analysis and Perspective, 574

SELF-REGULATORY ORGANIZATIONS (SROs)

– Executives, bill to grant SEC power to pursue violations of securities laws after resignation

See LEGISLATION, FEDERAL, HR 2623

– FINRA

See FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

– NASD

See now FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

– NYSE

See now NYSE EURONEXT

– NYSE Regulation

See now FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

– Stock markets

– – American Stock Exchange (Amex)

See now NYSE AMEX

– – Nasdaq

See NASDAQ

SENIOR CITIZENS

See ELDERLY PERSONS

SENTENCING

– Adelphia, Rigas sentences upheld (2d Cir.), 1875
– AIG vice president sentenced in loss reserves inflation scheme (D. Conn.), 183
– Attorney receives 20-year sentence in fake promissory notes scheme (S.D.N.Y.), 1355; attorney disbarred, 1903
– Bayou Funds CFO, 20-year prison sentence affirmed (2d Cir.), 324; advisers who recommended fund settle claims (SEC), 765
– Enron CEO, resentencing ordered for improperly applied guidelines (5th Cir.), 68; (U.S., rev grant), 1886
– FBI agent and codefendant, sentences for manipulation upheld (2d Cir.), 49
– Federal sentencing guidelines after the economic crisis, Analysis and Perspective, 821
– Guidelines, remand ordered for pump-and-dump schemer (2d Cir.), 1582
– Insider trading

– – Pre-published analyst reports, trader who bought gets jail time (S.D.N.Y.), 348
– – Qwest CEO, sentencing miscalculation, remanded (10th Cir.), 1478; Justice will not appeal sentencing decision, 1569

– Insurance, Gen Re executive sentenced in sham reinsurance scheme (D. Conn.), 432; CFO sentenced, 638; assistant general counsel sentenced, 833; CEO of subsidiary sentenced, 1182; cooperating executive given probation, 1762
– International Securities Exchange, vice chair sentenced (S.D.N.Y.), 16
– Ponzi schemes

– – Madoff sentenced to 150 years (S.D.N.Y.), 1238
– – Mx Factor, principal gets 100 years (C.D. Cal.), 1898

– Preclusion based on conviction presumed improper (E.D.N.Y.), 215
– Squawk boxes, Merrill Lynch brokers found guilty, receive jail sentences and fines (E.D.N.Y.), 753
– Stock option backdating

– – Brocade Communications Systems, prosecutorial misconduct, CEO remanded for new trial, human resources officer to be resentenced (9th Cir.), 1596
– – Monster Worldwide COO convicted, faces jail time and fines (S.D.N.Y.), 947; sentencing, 1672

– Unlicensed broker, sentencing guidelines calculation upheld in elder fraud case (5th Cir), 260
– Venture capitalist pays disgorgement and penalties over fraudulent brokerage statements (N.D. Cal.), 1684

SETTLEMENTS

– Attorneys' fees, amicus brief contends setting objection deadline before fee proposal deadline violates civil procedure rules (N.D. Cal.), 755
– Class actions

See CLASS ACTIONS

– Commodity pools

See COMMODITY POOLS

– Foreign Corrupt Practices Act

See FOREIGN CORRUPT PRACTICES ACT (FCPA)

– Futures, Amaranth settlement re wholesale natural gas market manipulation rejected by FERC, 319; settlement with SEC also ends FERC proceeding (S.D.N.Y.), 1549
– Hedge funds

See HEDGE FUNDS

– Insider trading

See INSIDER TRADING

– IPO aftermarket price escalation scheme, settlement proposed (S.D.N.Y.), 654; preliminary approval of settlement granted, 1107
– Mars/Wrigley merger, settlement approved (Del. Ch.), 226
– Money laundering, E*Trade settles FINRA claims re failure to institute policies and procedures, 86
– Mutual funds

– – Broker-dealer breakpoint discount compliance, firms settle claims, 554
– – Evergreen settles selective disclosure claims re mortgage-backed securities investments (SEC), 1105
– – Market timing, Janus and Putnam investor damages covered by regulatory settlements (D. Md.), 55; claims partially reinstated (4th Cir.), 918

– Pensions, Merrill settles conflict of interest charges (SEC), 209
– Philadelphia Stock Exch., post-acquisition settlement allocation plan approved (Del.), 225
– Recapitalization, shareholder settlement approved (Del. Ch.), 1275
– Related-party transactions, Rica Foods and CEO settle claims (S.D. Fla.), 15
– Restricted registrations, good cause shown by failure to pay fines (CFTC), 630
– Revenue recognition

See REVENUE RECOGNITION

– Sanctions, investor challenging settlement need not pay sanctions (1st Cir.), 1409
– Squawk boxes, Merrill Lynch settles charges of misuse (SEC), 455; brokers found guilty, receive jail sentences and fines (E.D.N.Y.), 753
– Stock option backdating

See STOCK OPTION BACKDATING

– Stock price manipulation

See STOCK PRICE MANIPULATION

– Studies

– – Number of settlements decreased in 2008, but largest settlements in SEC history reached, 665
– – SEC settlements in fourth quarter 2008 reversed high trend, 348; sharp increases in number and amounts in first quarter, 697

– Supervisory duty

See SUPERVISORY DUTY

– Wachovia ARS claims, SEC finalizes settlement deal (N.D. Ill.), 213

SHAREHOLDER PROPOSALS

See PROXIES

SHORT SALES

– Circuit breakers

See Uptick rule, this heading

– Clearance and settlement

– – Detailed overview of system released by GAO, 553
– – State claims re stock borrowing program preempted by '34 Act (8th Cir.), 457

– Data, monthly information now available on FINRA website, 1819
– Delivery, Trading and Markets Division likely to recommend SEC extension of tightened requirements, 651; panelist encourages SEC to make rule permanent, 856
– Emergency restrictions

– – Cost-benefit, ban did not stabilize markets and created inefficiencies, SEC commissioner tells conferees, 251
– – Market stabilization not achieved, hedge fund groups say, 17
– – Security Traders Assoc. criticizes emergency ban, 85

– EU launches review into Market Abuse Directive, 758
– Fails to deliver, GAO urges SEC to clarify guidance to prime brokers, 1056
– Hedge funds, international group supports regular disclosure measures, 353
– International guidelines, IOSCO task force releases report, 559; IOSCO recommends adoption of regulatory principles, 1198
– Investor uncertainty, Paredes blames on recession, not short selling, 861
– Market maker found to have committed egregious violations, supplied false information, and failed to maintain books and records (FINRA), 1491
– Naked short selling

– – Automated stock location system, proposal would utilize unique identification of shares, 1398
– – Complaint processing, SEC inspector general recommends improvements, 490; senators urge action in letter to SEC, 603
– – Delivery, 3-day deadline to be made permanent, 1437
– – Options market maker, traders who improperly claimed exemption settle charges (SEC), 1477
– – Pre-borrow rule is effective but costly in large, liquid stocks, SEC study finds, 877

– PIPE transaction, summary judgment not granted on insider trading claims (S.D.N.Y.), 566; settlement approved, 1534
– Ponzi scheme, bankruptcy trustee for scheme may not recover margin security from Bear Stearns (2d Cir.), 1065
– Rumors and market manipulation, Analysis and Perspective, 519
– Securities lending, Ketchum urges improved transparency, 1817; Hoyer (D-Md) plans to introduce legislation, 1926
– Supervisory failure, First New York settles FINRA charges re short covering with secondary offering shares, 456
– United Kingdom, ban ended, disclosure rules extended, 62; discussion paper extends disclosure rules to all stocks and related instruments, 304; disclosure rules may be extended indefinitely, 1071; rules extended, 1245
– Unregistered stock distributions to combat short sales, no exemption found (U.S., rev den), 1055
– Uptick rule

– – Academic analysis, Special Report, 121; correction, 169
– – Bills to require reinstatement

See LEGISLATION, FEDERAL, HR 302, S 605

– – Circuit breakers, exchanges propose modified rule for fast, modern markets, 565; SEC proposes circuit breaker as alternative proposal for comment, 649; SEC roundtable announced, 753; STA offers rule proposal, 977
– – Comments, SEC votes to seek on three alternative proposals, 649; early comment letters express anger, but contain little data, 768; over 3,000 comments received, 1049; majority of comment letters urge reinstatement of rule, congressional letter urges evidence-based ruling, 1155; alternative uptick rule, comment period reopened, 1561; industry insiders object to alternative uptick rule, 1778
– – Efficacy of rule in modern markets, experts question, 413; Security Traders Ass'n. says rule would be ineffective due to structural changes in markets, 497; NYSE CEO to draft recommendations, 762; panelists express concern over political influence in rulemaking, 853; panelists debate return of uptick rule, 856; AEI Shadow Group notes lack of evidence for proposal that reinstatement will increase investor confidence, 876
– – SEC consideration of reinstatement, Ackerman urges Schapiro to support, 198; Schapiro directs staff to reexamine issue, 247; SEC to conduct public meeting on rule, 448; SEC to consider proposal, Federal Brief, 518; SEC roundtable announced, 753; former commissioner says SEC is likely to reinstate, 859
– – Treasury, Bernanke supports reexamination of uptick rule, 341

SHORT-SWING PROFITS

– Disgorgement, attempt to raise new argument tardy, reconsideration denied (S.D.N.Y.), 1069
– Exemptions, retroactive clarification of rules permissible use of SEC power (U.S., rev den), 1191
– Indemnification, tort claims by insiders against their attorneys preempted by '34 Act (U.S., rev den), 472
– Joint venture partner is not insider subject to disgorgement (9th Cir.), 1564
– Statute of limitations was not tolled by alleged false transaction reports, dismissal affirmed (9th Cir.), 1102
– Unorthodox transactions exception not available where trading is voluntary (S.D. Fla.), 1565

SIFMA

See SECURITIES INDUSTRY AND FINANCIAL MARKETS ASSOCIATION (SIFMA)

SIPC

See SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)

SLUSA

See SECURITIES LITIGATION UNIFORM STANDARDS ACT (SLUSA)

SMALL BUSINESSES

– Financial crisis, Treasury and SBA to improve lending to small businesses, 262
– Madoff fraud, small business seeks to recover uninvested funds (S.D.N.Y.), 58
– Sarbanes-Oxley, internal controls audit requirements coming, 1875
– SEC Small Business Capital Formation Forum announced, Federal Brief, 1947

SOFTWARE

– Fake licensing agreements, SEC files suit against CEO of marketing firm (M.D. Fla.), 1846
– Father and daughter running children's internet software concern indicted in fraud scheme (N.D. Cal.), 1450
– Fraud on the market theory in securities claim not supported by well-known problems with enterprise applications suite (N.D. Cal.), 1164
– Revenue recognition, KPMG “parking” scheme, dismissal affirmed (9th Cir.), 183
– Satyam fraud, PricewaterhouseCoopers Indian unit under investigation, 184; firms will be forced to rethink international ties, lawyers say, 381
– Stock option backdating

– – Quest settles SEC claims (C.D. Cal.), 588
– – Take-Two Interactive settles SEC claims (S.D.N.Y.), 642; executives settle claims, 1510

– Trading software, Goldman programmer charged with theft of proprietary code (S.D.N.Y.), 1302; group asks SEC and CFTC for investigation re possible use for market manipulation, 1303; SEC says request to investigate is under consideration, 1440

SOUTH KOREA

– Analysts, sell recommendations, KSDA to probe fairness and objectivity, 19

SOVEREIGN IMMUNITY

– Argentina, explicit waiver in bond offering satisfies Foreign Sovereign Immunities Act (2d Cir.), 113

SPORTS AND RECREATION

– Basketball team owner, academics file amicus brief in insider trading claim based on confidentiality agreement (N.D. Tex.), 295; Cuban files FOIA claim seeking records relating to charges (D.D.C.), 1061; insider trading case dismissed, 1395; final decree entered, SEC may appeal, 1520; appeal filed (5th Cir.), 1854
– Equipment retail, two settle tipping charges in Dick's acquisition of Galyan's (W.D. Pa.), 766; judgments obtained against remaining tippees and tippers, 1896
– Football, former player charged in Treasury bill scam (N.D. Tex.), 914
– France, AMF fines CEO for false reporting of hostile bid for Euro Disney, 868

STANDING

– ADS holders in Swiss pharmaceutical firm lack standing in derivative action (N.D. Cal.), 1679
– Attorneys' fees, adviser may not bring fraud claim on behalf of beneficial owners to recoup (U.S., rev den), 746
– British Virgin Islands, statute requiring court permission to proceed with derivative action is substantive, claims dismissed (Cal. Ct. App.), 1076
– Closely held corporation shareholders may bring direct action against equal shareholder (N.M. Ct. App.), 1498
– Derivative actions

See DERIVATIVE ACTIONS

– Financial advisor has standing to sue for itself, may not bring claims on behalf of clients (N.D. Cal.), 405
– Fla., receiver lacks standing to avoid and recover fraudulent transfers without creditor relationship (S.D. Fla.), 1838
– N.Y., litigation trustee for failed firm lacks standing to bring claims for wrongs committed by firm (S.D.N.Y.), 827
– Parent company may proceed with fraud claims against CEO for conduct re subsidiary (Del. Ch.), 1638
– Recapitalization, dilution claim dismissed for lack of standing, omission of key information claims may proceed (Del. Ch.), 1023
– Stock option backdating, sale to private equity consortium extinguishes derivative claims (Ind. Ct. App.), 315
– Wis., minority shareholder, direct claim not extinguished by cash-out merger (Wis.), 826

STATE DEVELOPMENTS

– Generally

– – Auction rate securities

See AUCTION RATE SECURITIES (ARS)

– – Consumer protection, excessive preemption blamed for lack of oversight, 501
– – Enforcement, state securities regulators may get more oversight, 1796
– – Pension funds

– – – Intermediaries, multistate task force to be established by state Attorneys General, 880
– – – Oversight, state and local managers urge Geithner to keep SEC independent, 1007

– – Private offerings, NASAA urges Congress to restore state oversight, 175
– – Proxy access, Chamber of Commerce says states regulate corporate governance, SEC lacks authority, 809
– – Spot contracts fraud, model code enforced by states urged in House panel hearing, 1080
– – Systemic risk regulation, group advocates state/federal council, 984; Obama plan applauded by NASAA, 1146

– Alabama

– – Municipal securities “pay-to-play” scheme, Bachus (R-Ala) faults SEC for inaction, 80; SEC official tells House panel that ability to detect muni fraud is limited, 199

– California

– – Auction rate securities

See AUCTION RATE SECURITIES (ARS)

– – British Virgin Islands, statute requiring court permission to proceed with derivative action is substantive, claims dismissed (Cal. Ct. App.), 1076
– – Broker-dealers, CCOutreach regional seminars announced, 464
– – Credit ratings

– – – CalPERS files suit against agencies for inaccuracies (Cal. Super. Ct.), 1370
– – – Mortgage-backed securities, Atty. Gen. issues subpoenas over ratings, 1745

– – Escheated property, issuer wrongfully transferring stock to state without notice not immunized by unclaimed property law (Cal.), 1420
– – Madoff fraud, Atty. Gen. sues adviser for role in directing funds (Cal. Super. Ct.), 1795
– – Municipal bonds

– – – Immunity, Alameda must face suit over alleged misrepresentations (N.D. Cal.), 1544
– – – IOUs issued by state are securities, SEC statement, 1301

– – Pension funds allege falsification of exchange rates (Cal. Super. Ct.), 1957
– – Placement agents, CalPERS to perform fee review, 1901
– – Ponzi scheme, Korean-Americans targeted (N.D. Cal.), 1123
– – Privilege, inspection rights do not include attorney-client material in director action (Cal. Ct. App.), 134
– – SLUSA, medical management company, post-acquisition action falls under Delaware carve-out (9th Cir.), 258
– – UK, building society conversion, statute of limitations tolled by related action (9th Cir.), 938
– – Valuation, pending derivative claim must be included in stock assessment (Cal. Ct. App.), 312

– Colorado

– – Auction rate securities, Stifel Nicolaus charged with fraudulent marketing, 1836
– – Broker-dealers, CCOutreach regional seminars announced, 464
– – Reserve Fund faces state securities action (Colo. Dist. Ct.), 64
– – Television programming partnership interests, conviction of promoter for fraud affirmed (Colo. Ct. App.), 787

– Connecticut

– – Advisers to private funds, senate passes disclosure bill, 1021; filibuster threat causes adjournment without action, 1121
– – Hedge funds, registration and disclosure bill considered, 626
– – Term Asset-Back Securities Loan Facility, Attorney General calls for increased competition in ratings, 673; urging rejected by Bernanke, Atty. Gen. calls on Treasury, 938

– Delaware

– – Attorneys' fee awards determined in settlement of dual-jurisdiction tracking stock claims (Del. Ch.), 1121
– – Books and records inspections

– – – Beneficial ownership, suit dismissed for insufficient evidence (Del. Ch.), 1694
– – – Broadband products, investor may not bring action where discovery is stayed under PSLRA (Del. Ch.), 528
– – – LLC member may make photocopies (Del. Ch.), 1498
– – – Menswear investor does not demonstrate reasonable basis for claim (Del. Ch.), 427

– – Chancellor, Laster named, 1588
– – Corporate governance in the recession, Analysis and Perspective, 921
– – Corporation law amendments, interview with Widener Institute of Delaware Corporate Law Professor Lawrence A. Hamermesh, 980
– – Directors and officers

– – – AIG fiduciary duty breach, Greenberg and “inner circle” must face claims (Del. Ch.), 373
– – – Board knowledge, inference from existence of studies unsupported (2d Cir.), 163
– – – Citigroup, waste claim on departing CEO pay may proceed, subprime risk monitoring claims fail (Del. Ch.), 372
– – – Equity for personal guaranties in non-crisis breaches fiduciary duty (1st Cir.), 1957
– – – Failed going-private deal, board conflict not valid argument for lack of demand (Del. Ch.), 313
– – – Fiduciary duties, officers have same obligations as directors (Del.), 174; application of the business judgment rule to officers, Analysis and Perspective, 622
– – – Offshore oil and gas company, presuit demand conceded director independence, claims dismissed (Del. Ch.), 884
– – – Ouster, “blank check vehicle” must hold annual meeting to elect directors (Del. Ch.), 885
– – – Personal liability, Analysis and Perspective, 714
– – – Sale of company, failure by directors to take unspecified steps to ensure best price did not breach duty (Del.), 578

– – Escheated stock, Del. Supreme Court asked to provide guidance (S.D.N.Y.), 221; court answers certified questions (Del.), 1746
– – Limited liability companies, drafting and definitions are key to litigation, panelists tell conferees, 1902
– – Mergers and acquisitions

– – – Financing, no factual support for claims that fund would finance cable acquisition, claims dismissed (Del. Ch.), 1173
– – – Nondisclosure of material facts on short-form merger grants minority shareholders unrestricted quasi-appraisal rights (Del.), 1369

– – Proxy access

– – – Corporation code amendments, legislature to consider proposals, 448; bill would allow bylaws to be adopted to give access, 528; governor signs, 728
– – – SEC proposals, Bar Ass'n objects to federal role, 1453

– – Standing, continuing ownership disrupted by acquisition, derivative actions dismissed (S.D.N.Y.), 311

– Florida

– – Accounting negligence and fraud claims cannot be removed to federal court on the basis of ancillary federal duty (S.D. Fla.), 883
– – Investment advisers, new laws would enhance registration requirements, 275
– – Ponzi scheme, indictments announced in viatical case (S.D. Fla.), 48
– – Public retirement funds required to offer “terror-free” investment option, 1074
– – Regulatory oversight and enforcement of securities transactions, governor signs bill, 1275
– – SEC Miami Regional Office, Director, Nelson to step down, 1452
– – Statutory appraisal provides adequate remedy for minority shareholders in reverse split repurchase (Fla. Dist. Ct. App.), 886

– Georgia

– – Broker-dealers, CCOutreach regional seminars announced, 464
– – Forbearance from sale based on recommendation of celebrity analyst, question certified to state supreme court (2d Cir.), 1073
– – SEC Atlanta Regional Office

– – – Director, Addleman to step down, Federal Brief, 1684
– – – Senior Assoc. Reg'l Dir, Crawford promoted to Chief Counsel for Diversity and Policy Initiatives, Federal Brief, 1368

– Illinois

– – Broker-dealers, CCOutreach regional seminars announced, 464
– – SEC Chicago Regional Office, Lorenzen named Associate Regional Director for Examinations, 63

– Indiana

– – Affinity fraud, felony charges filed against pastor (Ind. Cir. Ct.), 1371
– – Auction rate securities, Stifel Nicolaus charged with fraudulent marketing, 1836

– Louisiana

– – Compensation, shareholder claims properly dismissed as derivative (La. Ct. App.), 276

– Massachusetts

– – Attorneys' fees, successful defense of attempt to vacate arbitration entitles party to fees (1st Cir.), 1326
– – Clawbacks, regulator objects to proposal in Reserve Primary Fund distribution arrangements (S.D.N.Y.), 1798
– – Forgery, investment adviser charged with fraudulent transfers from client accounts (Mass. Sec. Div.), 581
– – Hedge funds, administrative action over unregistered securities did not violate free speech (Mass. Super. Ct.), 1835
– – Leveraged exchange traded funds, officials send letters of inquiry to firms re structure of securities, 1370
– – Madoff feeder funds

– – – Common enterprise, state regulators file charges (Mass. Sec. Div.), 275; ruling in favor of state, firm must provide accounting for all referrals to Madoff, 937
– – – Due diligence, state officials file charges of misrepresentation (Mass. Sec. Div.), 626; settlement, 1694
– – – Fairfield Greenwich Advisors, attempt to move directly to remedies phase rejected (Mass. Sec. Div.), 1588

– – Mortgage-backed securities, Congressman files suit against Carlyle Group re misleading statements re fund safety (Mass. Super. Ct.), 1371
– – Mortgages, Goldman Sachs agrees to restructure subprime loans, 936
– – Mutual funds, Evergreen settles selective disclosure claims re mortgage-backed securities investments (Mass. Sec. Div.), 1105
– – Reserve Fund, Mass. regulators file claims for restitution (Mass. Sec. Div.), 91
– – Rogue registered representative, Investors Capital agrees to fine over supervisory failure, 1022

– Michigan

– – Auction rate securities

See AUCTION RATE SECURITIES (ARS)

– – Ponzi scheme, SEC pursues civil action (E.D. Mich.), 48

– Minnesota

– – Medtronic, shareholder derivative claims dismissed for failure to make presuit board demand (D. Minn.), 983
– – Minneapolis Grain Exchange, CFTC recommends increased compliance staff, 1699
– – Registration exemption negated by required integration with later offering (Minn. Ct. App.), 91

– Missouri

– – Auction rate securities

See AUCTION RATE SECURITIES (ARS)

– – Registered representatives, employer award affirmed, attorneys' fees erroneously denied (Mo. Ct.. App.), 25

– New Jersey

– – Municipal bonds

– – – Disclosure, legislators seek SEC intervention on marketing campaigns, 1571
– – – Hedging with CDS, assemblyman questions conflict of interest at Goldman Sachs, 223

– – Pensions, Lehman executives face claims for losses (N.J. Super. Ct.), 527

– New Mexico

– – Standing, closely held corporation shareholders may bring direct action against equal shareholder (N.M. Ct. App.), 1498

– New York

– – Attorneys

– – – Fee awards determined in settlement of dual-jurisdiction tracking stock claims (Del. Ch.), 1121
– – – Insider trading, disbarment on commission of felony is automatic, attorney may not voluntarily resign (N.Y. App. Div.), 940
– – – Privilege, absent class member is not entitled to law firm documents (N.Y.), 941
– – – Revenue manipulation, general counsel of software firm disbarred (N.Y. Ct. App.), 941

– – Auction rate securities

See AUCTION RATE SECURITIES (ARS)

– – Auditor liability, PricewaterhouseCoopers immunized from claims re AIG fraud (Del. Ch.), 373
– – Bank of America officials object to Atty. Gen. allegations over Merrill Lynch merger, 1661; Atty. Gen. is contemplating charges, 1692; N.Y. investigation not affected by CEO retirement, 1834; BoA to waive attorney-client privilege, 1901; BoA releases documents, 1940
– – Broker-dealers, CCOutreach regional seminars announced, 464
– – Credit rating agencies not shield from state law fraud liability (S.D.N.Y.), 1693; additional claims dismissed, 1958
– – Distressed firm investment fund, breach of fiduciary duty claim preempted by Martin Act (S.D.N.Y.), 15
– – Evidence, former CEO unable to obtain notes and memoranda from internal investigation after being charged with crime (U.S., rev den), 1119
– – Executive compensation, banks may not intervene in action to enforce subpoena re bonuses (N.Y. Sup. Ct..), 580
– – Litigation trustee for culpably failed firm lacks standing against abettor companies (S.D.N.Y.), 827
– – Madoff fraud, financier charged with fraud and breach of fiduciary duty for entrusting funds (N.Y. Sup. Ct.), 673
– – Municipal bond insurance, MBIA restructures public finance business into separate entity, 316
– – Pensions

– – – Kickbacks, former officials face civil and criminal charges in conspiracy (S.D.N.Y., N.Y. Sup. Ct.), 526; hedge fund manager settles criminal and civil charges, 731; equity firm founder charged in scheme (N.Y. Crim. Ct.), 826; Cuomo announces subpoenas and multistate task force, 880; Carlyle Group settles claims, adopts code of conduct, 935; Los Angeles-based placement agent pleads guilty, 936; SEC sets meeting to consider rule, 1351; SEC votes to propose new rule to curb pay-to-play, 1386; Comptroller supports SEC prohibitions on intermediaries, 1453; private equity firms to adopt code of conduct, 1745; commenters voice opposition to ban, 1861; 2 plead guilty, may help develop case, 1872
– – – Placement agents, regulator drafting rules to ban paid intermediaries from public pension decisions, 786; comptroller urges trustees to adopt code of conduct, 983

– – Political campaigns, contributions to certain races by investment advisers banned, 1796
– – Ponzi scheme targeting elderly, SEC enforcement action (W.D.N.Y.), 48
– – SEC Regional Office, Canellos named director, Federal Brief, 1072
– – Stock option backdating, Delaware standard for interested directors rejected, claims dismissed (N.Y. App. Div.), 134
– – TARP, Merrill and Bank of America executives subpoenaed over bonuses, 176; Cuomo takes testimony to discover names of recipients, 426

– North Dakota

– – Shareholder-friendly corporate law changes examined in audioconference, 881

– Ohio

– – Bank of America acquisition of Merrill Lynch, suit by state pension funds (S.D.N.Y.), 1835
– – Injured worker may not reach assets of sister company where no dominion or control exists (Ohio), 579

– Oregon

– – Car dealership seller must face claims over inflated financials (D. Or.), 1547
– – College savings plan, recommendations of risky investments draw state charges (Or. Cir. Ct.), 706

– Pennsylvania

– – Auction rate securities, Wachovia to repurchase, 1545
– – Fraud on the market theory do not support common law claims (3d Cir.), 1834

– Tennessee

– – Tortious interference claim against UBS for aborted merger barred by res judicata (E.D.N.Y.), 135

– Texas

– – Contracts, auditor has no third-party liability to lender for failure to uncover accounting irregularities (4th Cir.), 589
– – Day trading trainers not entitled to registration exemption for teachers (5th Cir.), 1328
– – Derivative action, two-sentence demand letter to board insufficient (Tex.), 1074
– – Privilege, former executives may get documents from company and professional services firms in option backdating investigation (N.D.. Tex.), 1309; primary motivation analysis should guide attorney conduct and communications, expert says, 1310
– – Statutory pension fund lacks capacity to sue or be sued, class must name new representative (W.D. La.), 426

– Utah

– – Broker license, state may not revoke after unsuccessful supervisory failure claim (Utah), 1547
– – Derivative action, minority shareholder has standing as class of one (Utah), 1216
– – Fiduciary duty, shareholders in closely held corporations owe (Utah), 1871
– – Ponzi scheme, receiver may bring claim against sales agent for false profits (D. Utah), 985

– Virginia

– – Auction rate securities, complaint filed against Stifel, Nicolaus for misrepresentations and failure to supervise, 907
– – Fiduciary duty claim, shareholder rights extinguished by bankruptcy (6th Cir.), 111

– Washington

– – Stock option backdating, knowing manipulation of grants may be inferred when considering presuit demand futility (Wash.), 1021

– Wisconsin

– – Division of profits by investment advisory owners is constructive dividend, not bonus (Wis. Ct. App.), 1026
– – Jurisdiction, claims against Stifel, Nicolaus by school district remanded to state court (E.D. Wis.), 771
– – Minority shareholder, direct claim not extinguished by cash-out merger (Wis.), 826

STATUTES OF LIMITATIONS

– “Cherry picking” trading activity not continuous, charges on old trades dismissed (E.D.N.Y.), 1624
– Condominium units as securities, dismissal for untimeliness affirmed (Fla. Dist. Ct. App.), 1959
– Inquiry notice

– – Clinical trial results, scientific debate without evidence of bad faith does not trigger inquiry notice (3d Cir.), 211
– – Reasonable person standard on suspicion of injury is question for trier of fact (Cal. Ct. App.), 314
– – Trust plan fees, investor claims against SunTrust for aiding in scheme properly dismissed (11th Cir.), 1113

– Tolling

– – Diligence, investors failed to act, dismissal affirmed (8th Cir.), 22
– – Short-swing profits, alleged false transaction reports did not toll limitations period, dismissal affirmed (9th Cir.), 1102

– Trigger for securities fraud claims (U.S., amicus brief filed), 1191
– UK, building society conversion, statute of limitations tolled by related action (9th Cir.), 938
– Unjust enrichment claim can be made for services provided to partnership inside limitations period (N.Y. App. Div.), 882

STOCK MARKETS

– Alternative trading systems, Schumer (D-NY) calls on SEC to regulate like exchanges, 1924
– American Stock Exchange

See now NYSE AMEX

– Business model, markets must innovate to succeed, analyst says, 349
– Clearly erroneous trades, consistent standard for breaking adopted by markets, 1865
– International Securities Exchange merger, insider trading, vice chair sentenced (S.D.N.Y.), 16; friend of executive faces SEC charges in tipping scheme, 1623
– Nasdaq

See NASDAQ

– NYSE

See now NYSE EURONEXT

– Philadelphia Stock Exchange

See PHILADELPHIA STOCK EXCHANGE (PHLX)

– Trading ahead and interpositioning, specialists on regional exchanges settle claims (S.D.N.Y., SEC), 406
– U.S. markets dominant in global trading volume, 1573

STOCK OPTION BACKDATING

– American Tower Corp. claims dismissed for failure to show presuit demand futility (Mass.), 728
– Autodesk claims dismissed for failure to plead presuit demand futility (N.D. Cal.), 23
– Biomet, derivative claims extinguished by merger (Ind. Ct. App.), 315
– Broadcom co-founder, no review of rejected plea deal (9th Cir.), 1790
– Brocade Communications Systems, prosecutorial misconduct, CEO remanded for new trial, human resources officer to be resentenced (9th Cir.), 1596
– Circuit manufacturer, officers and directors settle claims (Del. Ch.), 133
– Computer Sciences Corp., failure to plead board involvement dooms claim (9th Cir.), 223
– ePlus, claimant cannot show standing or presuit demand futility, suit dismissed (D.D.C.), 1590
– Financial restatement prerequisite for SOX §304 forfeiture claim (E.D. Mo.), 17
– Hain Celestial settles charges (E.D.N.Y.), 1673
– Interested directors, Delaware standard rejected in Bed Bath & Beyond claim (N.Y. App. Div.), 134
– Maxim Integrated Products, attempt by CFO to discover statements to SEC by other officers denied (N.D. Cal.), 1038; speculative statements do not support loss causation in related claim, 1601
– McAfee, claims against general counsel dropped (N.D. Cal.), 588
– Monster Worldwide COO convicted, faces jail time and fines (S.D.N.Y.), 947; company pays civil penalty, 993; sentencing, 1672
– Physician services provider settles charges (S.D. Fla.), 433
– Privilege, former executives may get documents from company and professional services firms (N.D. Tex.), 1309; primary motivation analysis should guide attorney conduct and communications, expert says, 1310
– Quest Software, SEC claims settled (C.D. Cal.), 588
– Research in Motion, executives settle SEC and Canadian charges (D.D.C.), 325
– Scienter

– SEC enforcement trends, Analysis and Perspective, 1255
– Take-Two Interactive Software settles SEC claims (S.D.N.Y.), 642; executives settle claims, 1510
– United Health Group and general counsel settle charges (D. Minn.), 33
– Wash., knowing manipulation of grants may be inferred when considering presuit demand futility (Wash.), 1021

STOCK PRICE MANIPULATION

– Aqua Vie promoter, summary judgment affirmed (9th Cir.), 1866
– Artificial demand, coconspirators charged in penny stock inflation scheme, 1581
– Attorney charged with failure to supervise market manipulating broker (SEC), 1945
– BISYS investor claims, PwC may not be re-included after settlement (2d Cir.), 70
– Boiler room managers face civil and criminal claims (S.D.N.Y.), 1313
– Bribery

– – Penny stock CEO paid brokers to promote stock, guilty verdict returned (S.D.N.Y.), 1311
– – Telecommunications equipment provider, dismissal affirmed (9th Cir.), 919

– Credit ratings, class action against Moody's may proceed (S.D.N.Y.), 356; decline of parent company shares not proof of marketwide downturn, 872
– Delisting avoidance scheme, broker-dealer and key officers barred from industry by FINRA, 966
– Discovery, prejudice concerns of criminal authorities insufficient to stay related civil action (D. Ariz.), 1068
– Fake press releases, broker-dealer charged (N.D. Cal.), 1942
– FBI agent and codefendant, convictions and sentences upheld (2d Cir.), 49
– Global issues, 25 to 30 percent of SEC cases have international components, official tells conferees, 397
– Hedge fund trader pleads guilty in penny stock price manipulation scheme (S.D. Fla.), 817; head of firm ordered to pay disgorgement, criminal trial date set, 869
– Integrity of the market presumption not recognized, denial of class certification affirmed (9th Cir.), 1440
– Joseph Stevens & Co. employees charged (N.Y. Sup. Ct.), 985
– Krispy Kreme and executives settle charges over earnings manipulation (SEC), 432
– Microcaps, civil and criminal charges filed in appearance of active market schemes (E.D. Pa.), 273
– Micron must defend class action re price fixing to manipulate stock price (D. Idaho), 462
– Naked short selling, SEC inspector general recommends improvements to complaint processing, 490; senators urge action in letter to SEC, 603
– National Lampoon CEO pleads guilty (E.D. Pa.), 1784
– Netherlands, settlement cleared for claims re Royal Dutch Shell reserves inflation, 1064
– Newspaper company, faulty pleading of causation dooms class stock inflation claims (5th Cir.), 1529
– Payments, FINRA rule, Federal Brief, 1494
– Pleadings, vague and conclusory allegations cannot support fraud charges, claims dismissed (S.D.N.Y.), 702
– Press release, trader charged with fraud on creation and dissemination of fake news (M.D. Fla.), 1010
– Pump-and-dump schemes

– – Anti-aging products, charges filed re misleading press releases and websites (W.D. Wash.), 1365
– – Attorney, criminal charges filed over manipulation with unregistered securities of client companies (E.D. Va.), 465; second attorney indicted, 515
– – Internet group charged in nationwide penny-stock scheme (D. Del.), 975
– – Kickbacks, broker liability for failure to tell clients of role in scheme affirmed (2d Cir.), 1161
– – Opinion letters, attorneys and businesswoman charged re fraudulent removal of restrictive legends (N.D. Ga.), 873
– – Penny stocks, uncle and nephew settle claims re touting via spam e-mail (S.D. Tex.), 517
– – Reverse merger, stock promoter charged re biotech companies (D. Colo.), 464
– – Sentencing

– – – Guidelines, remand ordered (2d Cir.), 1582
– – – Preclusion not found, but summary judgment for SEC granted (E.D.N.Y.), 215

– Qwest, former executives face new claims from Munder funds (D. Colo.), 237
– REIT, CEO settles charges in appearance of active market scheme (D. Conn.), 1401
– Restrictive legends, SEC claims against alleged market manipulator may proceed (N.D. Okla.), 1159
– Rumors

– – Hedge funds, SEC enforcement, Analysis and Perspective, 519
– – Regulators examine measures to halt spread of false information, Special Report, 1170
– – Top 10 SEC enforcement developments of 2008, Analysis and Perspective, 360

– Sham reinsurance, Gen Re settles with Ohio state pension funds (S.D.N.Y.), 473
– Software, group asks for investigation of Goldman Sachs proprietary trading program, 1303; SEC says request to investigate is under consideration, 1440
– Spammers enter guilty pleas (E.D. Mich.), 1205
– Subprime mortgage-backed assets, Merrill Lynch settles claims (S.D.N.Y.), 115; preliminary approval granted, 1614
– Support bids and coordinated trades, trader pleads guilty to fraud scheme (S.D. Fla.), 515
– Switzerland, proposals considered to amend rules, 405
– Tellabs, second amended complaint filed (N.D. Ill.), 355
– Underwriting charges added to penny stock manipulation claims (N.D. Tex.), 20; charges settled, 660
– Unknown traders using false identities, default judgment entered (E.D.N.Y.), 1869
– USB modem company, fraud and stock manipulation claims may proceed (S.D. Cal.), 837
– VeriFone, claims re misleading post-acquisition financials dismissed (N.D. Cal.), 1128
– Wireless communications, concealment of risky subprime customer credit programs, fraud claims reinstated (5th Cir.), 704

SUPERVISORY DUTY

– Annuities, firm and personnel charged by FINRA with failure to conduct timely review and falsifying information, 514
– Attorney charged with failure to supervise market manipulating broker (SEC), 1945
– Auction rate securities

– – Cal., Atty. Gen. files claims against Wells Fargo affiliates (Cal. Super. Ct.), 828
– – Four firms settle FINRA claims, 908

– Brokerage rate reduction, firm settles FINRA claims re improper manager communications, 1243
– Bunched orders and allocations, futures commission merchant settles claims (CFTC), 584
– Churning, NEXT Financial agrees to FINRA fines over failure to supervise, 1407
– Citigroup agrees to fine over improper trading to minimize tax liability (FINRA), 1892
– Closed-end funds, Merrill Lynch and UBS settle FINRA charges, 1445
– Commingling of funds, futures commission merchant settles charges (CFTC), 1702
– Early retirement, Morgan Stanley agrees to FINRA fines for brokers who persuaded clients, 571
– Fee-based brokerage, Baird settles FINRA charges, 301
– Mass., Investors Capital agrees to fine over rogue operator, 1022
– Municipal securities, Edward D. Jones settles FINRA claims of supervisory failure re untimely statements, 664
– Notifications, Wachovia agrees to FINRA fine over failures, 568
– Permanent bar on brokerage executive from supervisory duty upheld (D.C. Cir.), 1248
– Prospectuses, Wachovia settles FINRA claims over failure to deliver and supervise, 1207
– Quadruple Witching, Citigroup settles FINRA claim for erroneous quotations and supervisory failures, 509
– Recruitment, Schapiro cautions broker-dealers over enhanced compensation practices, 1662
– Short sales, covering with secondary offering shares, First New York settles FINRA charges, 456
– Stock loans, improper payments to finder firms, FINRA settlement includes fines and suspensions, 1163
– Suitability of investments and sales charges, FINRA finds Wachovia to have inadequate procedures, 257
– UK, mismarking, FSA bans securities and commodities traders, fines Morgan Stanley for supervisory failure, 976
– Unsuitable sales, five broker-dealers agree to FINRA fines, 1402
– Utah may not revoke broker license after unsuccessful supervisory failure claim (Utah), 1547

SUPREME COURT, U.S.

– Generally, previous decisions by nominee Sotomayor show no strong policy leanings, 1001
– Annuities, market timing claims preempted by SLUSA, dismissal proper (rev den), 1859
– Class action settlements, economic evaluation not necessary to fairness determination (rev den), 808
– Double jeopardy

– – Partial verdict with shared essential factual elements, retrial allowed (oral arg), 585; factual conclusions may not be drawn from jury inaction (rvs and rem), 1148
– – Predicate offenses, acquittal does not bar retrial on dependent claims (U.S., vac and rem), 1244

– Evidence, former CEO unable to obtain notes and memoranda from internal investigation after being charged with crime (rev den), 1119
– Foreign-cubed securities claim, brief from Solicitor General invited (rev sought), 1055
– GAAP violations are not Sarbanes-Oxley violations, whistleblower claim fails (rev den), 789
– Honest services fraud

– – Enron CEO challenge for vagueness denied (rev grant), 1886
– – Tax avoidance is harm to shareholders (rev grant), 960

– Inquiry notice, dismissal of pharmaceutical safety claims as a matter of law based on public documents premature (rev grant), 1001; SIFMA files amicus brief, 1566
– Insider trading, exclusion of exculpatory testimony re planned sales was not clear error (rev sought), 556; (rev den), 1859
– Investment banks and auditors, claims fail to allege knowledge or assistance in fraud, use of PSLRA pleading standard proper (rev den), 1859
– Jurisdiction, size of operations in state determines corporate citizenship (rev grant), 1119
– Loss causation adequately pleaded where pharmaceutical product demand is fueled by unlawful practices (rev den), 746
– Mutual fund adviser fees, marketplace competition standard used to examine reasonableness (rev grant), 447; SEC will file amicus brief, 855; remand urged (amicus brief filed), 1191; court likely to define fiduciary duty, attorneys tell conferees, 1532; trade groups side with adviser (amicus briefs filed), 1665; Solicitor General amicus oral argument motion granted, 1859
– PCAOB, constitutionality of operations confirmed (rev grant), 990; Council of Institutional Investors urges preservation of PCAOB in amicus brief, 1971
– Permissible inferences on motion to dismiss (rev den), 1859
– Short sales, no exemption found for distribution of unregistered stock to offset credit losses (rev den), 1055
– Short-swing profit exemptions, retroactive clarification of rules permissible use of SEC power (rev den), 1191
– Standing, investment adviser may not bring fraud claim on behalf of clients (rev den), 746
– Statutes of limitations, trigger for securities fraud claims (U.S., amicus brief filed), 1191

SWAPS

See also DERIVATIVES
– Carbon, cap-and-trade

See LEGISLATION, FEDERAL, HR 2448

– Clearance and settlement

– – Agriculture, CFTC grants exemption to CME for certain bilateral swaps, 582
– – Nasdaq subsidiary licensed to operate clearinghouse for OTC interest rate swaps, 66

– Deregulation, Gramm denies bills were deregulatory and defends policies, 180
– Hedging, elimination of exemption for swap dealers, comments sought by CFTC, 583; comment deadline extended, 1029; comments vary on differences between dealers and types of customers, 1176
– Naked swaps, House Agric. Comm. bill would outlaw, 179
– Outlook, legislative attention on speculation, OTC clearing, 128; further developments, see LEGISLATION, FEDERAL, HR 2448
– Position limits, Gensler in favor of discontinuing exemptions for noncommercial hedging activity, 1460
– Regulated exchanges, mandate to trade on designated markets

See LEGISLATION, FEDERAL, S 272

– Regulation, repeal of preclusion

See LEGISLATION, FEDERAL, S 961

– “Swaption” transaction, factual record must be developed, claim not dismissed (M.D. Ala.), 1590

SWEDEN

– Bank rescue plans, Congressional Oversight Panel takes testimony about previous crises, 493

SWITZERLAND

– ADS holders in Swiss pharmaceutical firm lack standing in derivative action (N.D. Cal.), 1679
– Insider trading and price manipulation, proposals to amend rules are being considered by FDF, 405