U.S. Supreme Court Limits Timing of Federal Enforcement Actions
March 2013
Therese M. Doherty, Arthur G. Jakoby, Philip W. Raimondi
Securities Alert

Second Circuit Expands SEC's Reach in Charging Aiding and Abetting Securities Fraud
August 2012
Therese M. Doherty, Arthur G. Jakoby, Philip W. Raimondi
Securities Alert

Federal Court Sides with SIPC in Dispute with SEC, Rejecting SEC's Bid to Force SIPC to Cover Losses of Stanford Ponzi Scheme Victims
July 2012
Howard R. Elisofon, Steven D. Feldman, Jonathan L. Adler
Securities Alert

Public Company Perspectives
June 2012
Stephen E. Fox

Securities Update - SEC Cooperation Initiative
March 2012
Therese M. Doherty, Arthur G. Jakoby
Securities Alert

Dodd-Frank Wall Street Reform Outline
Irwin M. Latner, Stephen D. Brodie, Patrick D. Sweeney, Julie Albinsky, Jessica D. Wessel
This outline, a briefing on the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, was used during the Fourth Annual Capital Markets Symposium on September 16, 2010.

Corporate Alert: New Jersey Appellate Division Clarifies Scope of Shareholders' Inspection Rights; FTC Revises Horizontal Merger Guidelines; LLC Manager's Investment Not an "Investment Contract"; Delaware Supreme Court Addresses Standing Issues in Double Derivative Claims; Expanded Securities Fraud Liability for Fund Managers; The Benefit of Taking Dividends in 2010
September 2010
Edward B. Stevenson, Irwin A. Kishner

Corporate Alert: Limits Application of Federal Securities Laws Abroad; PCAOB Ruled Constitutional; Concept Release on the U.S. Proxy Statement; NASDAQ Clarifies Noncompliance Reporting Rules and Proposes Amendments; Lender Ability to Rely on Borrower Representations in Loan Agreements
July 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Alert: NFL Teams’ Licensing JV Engaged in Concerted Action; American Jobs and Closing Tax Loopholes Act; Standards Governing Controlling Stockholder Tender Offers; New FINRA Guidance on Regulation D Private Placements; Guidance for Public Companies Regarding Forward-Looking Statements Safe Harbor; Merger Settlement; Out-of-Pocket Rule as Measure of Damages
June 2010
Irwin A. Kishner, Daniel A. Etna

What the Private Fund Investment Act of 2010 Means for You
June 2010
Irwin M. Latner, Patrick D. Sweeney
Hedge Fund Alert

Corporate Alert: Revlon Duties Apply to Issuance of Notes Convertible Into a Controlling Interest; "Benefit Corporation” Legislation; Implied Covenant of Good Faith and Fair Dealing; Statute of Limitations in Securities Fraud Actions; Increases Filing Fees for 2011; ERISA Fiduciary Retains Deference; IRS Asking Employers to Answer 401(k) Questionnaire
May 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Alert: Interests Between Common and Preferred Stock Holders; “Principal Place of Business”; New Rules on Asset-Backed Securities; Improper Transfer of Shares; Special Litigation Process; Excessive Investment Advisory Fee Liability; WARN Act; NASDAQ’s Modifications of Press Release Requirements
April 2010
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: One Word Says It All, Minority Shareholder’s Rights, New Arbitration Rules, Letter of Intent Binding, Trust Agreement Dispute, “Bet the Company” Transactions, Preliminary Merger Negotiations, Climate Change Disclosure, HSR Act, New Excise Tax
February 2010
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Additional Remedies for Breach of Merger Agreement; Oral LLC Operating Agreements Subject to Statute of Frauds; New SEC Disclosure Rules for Proxy Solicitations, Annual Reports and Registration Statements; Corporate Proprietary Information at Risk for International Travelers; SEC Proposal Aims to Facilitate Issuer Access to Capital Markets
January 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Quick Hit: Engagement Letter Claim; Legislation to Tax Carried Interests as Ordinary Income; Revlon Duties in Cash/Stock Mergers; G Enforcement Action; Judicial Dissolution Guidance; Heightened Review Standard to Merger; Commodity Pool Operators; Employment Verification Law; Financial Stability Improvement Act of 2009
December 2009
Irwin A. Kishner, Daniel A. Etna

A Rumor vs. Insider Trading—A Line You Don’t Want to Cross: Distinctions Financial Professionals Need to Know
November 2009
Steven D. Feldman
Securities Alert

Corporate Alert: Court Rejects Rating Agencies’ Reliance on First Amendment Protection in Investment Collapse Suit; SEC Investor Advisory Committee Announces Formation of Subcommittees; Can a Company Sue a Director of Its Subsidiary for Wrongdoing?; SEC and CFTC Conduct Joint Meetings on Regulation Harmonization; SEC Proposes Ban on Flash Orders—Update
September 2009
Irwin A. Kishner, Edward B. Stevenson

Corporate Quick Hit: Directors Duties In a Sale of Control Transaction;“Flash Orders”; “Pay to Play” Practices by Investment Advisers; Division of Enforcement; First “Naked” Short Selling Enforcement Action; Advancement of Legal Expenses and Indemnification Rights; Recent Amendments to the Delaware General Corporation Law
August 2009
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: SEC Acts to Improve Corporate Governance and Enhance Investor Confidence; Federal Legislation Addresses “Say on Pay” and Compensation Committee Independence; Delaware Court of Chancery Penalizes LLC for Misdeeds of its Member; Supreme Court to Review Availability of ‘Class Action Arbitration’ Where Contract is Silent
July 2009
Irwin A. Kishner, Edward B. Stevenson

The Private Fund Investment Advisers Registration Act of 2009
July 2009
Irwin M. Latner, Patrick D. Sweeney
Investment Advisor Alert

Corporate Quick Hit: Credit Default Swaps; Change of Control Provisions in Indenture; Greater Rights to Nominate Directors; Interested Director Transactions Not Enforceable; Stricter Regulation on Investment Advisers; EU Seeks to Regulate Fund Managers; NYSE Reduces Market Capitalization Requirements
June 2009
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Fiduciary Duties of LLC Managers & Members Expanded, Delaware Legislature Rejects Chancery Court Denial of Advancement of Litigation Expenses, Senate Defeats Controversial "Cramdown" Provisions,  FINRA Seeking Additional Disclosures
May 2009
Irwin A. Kishner, Edward B. Stevenson

Corporate Quick Hit: G-20 Announces Aim to Increase Oversight and Regulation of Hedge Funds; SEC Proposes Short-Selling Rules; Rules on Scope of Exculpation Clauses; Delaware Supreme Court Clarifies Applicability of Revlon Standard; SEC Issues Guidance on Competing Minority Slates of Director Nominees
April 2009
Irwin A. Kishner, Daniel A. Etna

Term Asset-Backed Securities Loan Facility
March 2009
Irwin A. Kishner, John A. Rogers Jr.
TALF Update

Corporate Quick Hit: Involuntary Insider, Fiduciary Duties, Oral Resignation, Merger Discussions, IRS Regulations, Failure of Closing Condition, Regulating Private Investment Funds, Compliance Period, “Penalty Pilot” Program
February 2009
Irwin A. Kishner, Daniel A. Etna

The SEC is Getting Tougher—What this Means to You
February 2009
Steven D. Feldman, Therese M. Doherty, Howard R. Elisofon
Securities Alert

Corporate Quick Hit: Material Adverse Effect Clause;  Offshore Fund Deferrals; Suspension of Continued Listing Requirements; SEC "Naked" Short Selling Antifraud Rule; Credit Default Swaps;  Policy Statement on Equity Investments
October 2008
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: NYSE and NASDAQ Modify Independent Director Tests; Guidance on the Use of Company Websites; "Roadmap" for Global Accounting Standards; Coca-Cola's $2.4 Billion Chinese Gamble
September 2008
Edward B. Stevenson, Irwin A. Kishner

FBI Expands Its Corporate Fraud Investigations in Response to Recent Chaos in the Financial Markets
September 2008
Steven D. Feldman, David M. Rosenfield
Securities Law & White Collar Alert

Corporate Quick Hit: Non-Competition Agreements; Corporate Scienter in Securities Fraud Cases; Limited Liability Company Agreements; Decision Effects Future Mergers; New Jersey Supreme Court Extends Law Against Discrimination
August 2008
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Analyzing LLC Interests as Securities; Restrictive Employee Stock Purchase Plan; SEC Issues New Guidance on Form 8-K and Forms 4 and 5; Proposed Reform of Credit Rating Agencies Regulation
July 2008
Edward B. Stevenson, Irwin A. Kishner

Corporate Quick Hit: SEC Proposes Revisions to Regulation D and Rule 144, and Alternative Rules on "Proxy Access;" Standard of Legal Review Proposed for Merger Vote Postponements; Conditions on Advancement of Expenses; Antifraud Rule Protects Hedge Fund Investors
August 2007
Irwin A. Kishner, Daniel A. Etna

Corporate Quick Hit: SOX Requirements, Use of Options for Compensation Purposes, SEC Amends Tender Offer Best-Price Rules, Definition of "Accredited Investor",  Exchange Act, NASD Issues Guidance On Gift-Giving Rules
December 2006
Irwin A. Kishner, Daniel A. Etna