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.
Entergy Louisiana chalks up another securitization deal
July 11, 2011 -- SNL Energy Finance Daily
In the wake of a Louisiana company's plan to issue $200 million in securitized bonds to recover costs it incurred when a power plant project was canceled, Mahendra Churaman decries investors' fears regarding ratepayer-backed securities. He says they have been unfairly blemished by subprime mortgage-backed securitized bonds. He points out that ratepayer-backed securities are bonds backed by millions of customers who consume an essential necessity, making them a nearly sure bet for investors and a good deal for issuers as well.
Recent Trillion-Dollar Filings Suggest Weakness In SEC System
June 16, 2011 -- Wall Street Journal.com
Corporate partner Stephen Fox, who represents public companies in SEC filings issues, and litigation partner Steven Feldman, who handles white collar criminal and securities matters, are quoted in this article, which describes how a Texas man filed apparently false documents with the SEC that purported to indicate that he held trillions of dollars worth of stock shares. In some cases, the filings -- if true and accurate -- would have meant that he held more shares than the issuing company had issued. Stephen Fox describes public company filings, and Steven Feldman describes possible civil and criminal liability. A different version -- also quoting both Herrick attorneys -- ran on the Dow Jones Newswire.
The Berkshire Bombshell
March 31, 2011 -- CNBC's Power Lunch
Steven Feldman analyzes for a live network audience the possible criminal or civil liability facing David Sokol, the Berkshire Hathaway executive who resigned amid news he bought shares in a company that Berkshire Hathaway later acquired, as well as his possible defenses and corporate governance issues.
Berkshire Brand Tarnished?
March 31, 2011 -- CNBC's Power Lunch
Steven Feldman analyzes for a live network audience Berkshire Hathaway's corporate governance issues and the possible criminal or civil liability facing David Sokol, the Berkshire executive who resigned amid news he bought shares in a company that his employer later acquired. Steven disusses market manipulation, insider trading, the current climate involving insider trading, as well as possible defenses and the notion that it is far from clear that there was any wrongdoing.
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.
Facebook's Private Days Numbered
January 7, 2011 -- Investor's Business Daily
Stephen Fox points out the irony that Facebook's business model encourages sharing of information over personal privacy, while its corporate model puts a premium on keeping its financials close to the vest. Stephen made his remarks in an article about the Goldman Sachs investment in Facebook and the question of whether Facebook will be able to remain a private company for long.
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.
A market test for renewable energy
September 23, 2010 -- European Energy Review
Mahendra Churaman examines the prospects for an IPO planned by the Italian utility company Enel and expresses skepticism regarding the share price. The overall spottiness in the IPO market and Enel's insistence on offering the shares now leads him to predict that investors will want to perceive a discounted price for the shares.
Amazon could pay for Kindle sales coyness
December 31, 2009 -- Reuters
Stephen Fox says that public companies need not report product-specific revenues unless those revenues comprise such a significant portion of overall earnings that they are "material." He notes that there is no bright line rule on when companies must report product-specific revenues, but that the size of those earnings -- relative to overall earnings -- is one significant factor in determining materiality.
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.