NY Biz Court Getting Fed Up With 'Merger Tax' Suits
January 12, 2015 -- Law 360
Richard Morris was quoted in a Law360 story regarding a recent New York judge's ruling that criticized a plaintiff's firm for litigation challenging the $2.7 billion acquisition of Texas Industries Inc. by Martin Marietta Materials Inc. The judge called the case "troubling" for a settlement that resulted in "trivial" disclosures to shareholders and a $500,000 fee to the plaintiff's firm. "There's always a tension you are going to have as a judge between allowing people to have their day in court and allowing for these lawsuits," Richard said. "But there's no reason why a shareholder should be allowed to simply to extract a merger tax."
Herrick Develops Customized Transaction Structure to Assist Ubiquity, Inc. Ahead Of Potential Nasdaq Listing
October 3, 2014
New York, NY – October 3, 2014 – Herrick, Feinstein LLP announced today that it developed a customized transaction structure for Ubiquity, Inc. (OTCBB: UBIQ, “the Company”), which addressed potential adverse selling pressure in the Company’s common stock and allowed it to move forward with its plan to seek an “uplisting” to NASDAQ. The transaction structure may be employed on behalf of public companies with a range of complex and stepped shareholder classes.
Lines Blur When Lobbyists Invest in Industries They Represent
December 26, 2013 -- The Wall Street Journal
Herrick Corporate Department Co-Chair Irwin A. Kishner was quoted in the Wall Street Journal article "Lines Blur When Lobbyists Invest in Industries They Represent." In the article, which reports on the laws and regulations concerning political lobbyists' use of market-moving information, gleaned from government sources, Mr. Kishner says, "it is illegal to make trades based on information from a company, but it can be entirely legal if you trade on information from the government. Clearly, that's a window that needs to be shut.”
Regulators Eye Chinese Wall for Reverse Mergers
September 13, 2011 -- Compliance Week
Irwin Kishner notes that the major stock exchanges' regulations regarding companies that want to go public in the U.S. via a reverse merger are attributable to some highly publicized frauds and collapses of share prices among Chinese companies that employed reverse mergers. The major exchanges now require companies that want to go public via reverse mergers to to file annual reports with the SEC, list for at least a year on a regulated exchange and maintain a minimum share price.
SEC order against Hackensack company is rare
March 2, 2011 -- The Record
Louis Goldberg says the SEC's denial of a New Jersey company's request to withdraw its plans to conduct an initial public offering can be due to a variety of reasons: an inquiry by its enforcement division, adverse financial issues, or a company's attempts to sell shares privately. Whatever the reason, he says, the denial will complicate any effort by Wave2Wave to raise capital in private or public markets.
Gerova Financial Unit’s Assets Were Questioned in SEC Wells Notice
January 25, 2011 -- Forbes.com
Arthur Jakoby is quoted, and our representation of Stillwater Capital Partners is noted, in the blog entry “Gerova Financial Unit’s Assets Were Questioned in SEC Wells Notice,” which discusses the Wells Notice that Stillwater received in June 2010.
SEC Rule Has Swaps Traders Running Scared
January 12, 2011 -- Hedge Fund Alert
Patrick Sweeney notes that a new SEC rule -- which traders did anticipate -- covers security-based swaps for the life of the contract. Pat notes that under the newly promulgated rule, traders can be liable in cases of ordinary disputes about calculating values or netting cash payments.
Once on Sleepy Beat, Regulator Is Suddenly Busy
November 5, 2010 -- The New York Times
Therese Doherty, who routinely represents financial institutions before the CFTC, says the regulator has grown in size and stature, but also in ambition. The CFTC's goal to regulate a wider swath of the market will present new challenges even as it ramps up its operations.
CIT Expects Loss of $1.5 Billion, May Seek Bankruptcy
July 21, 2009 -- Bloomberg News
CIT's acknowledgement in regulatory filings that it might have to seek bankruptcy protection despite an agreement with bondholders is to be expected because of securities regulations and concerns on the part of analysts, Rick Morris tells Bloomberg.
February 20, 2006 -- Barron's
Scott Tross is quoted in a story that examines how delinquent and defaulted commercial loans are purchased by funds and opportunistic investors.