Securities

September 21, 2020

Lexis Practice Advisor There are 10 practice points that are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their liabilities through liability management transactions, including debt tender offers for cash. Given the current economic downturn and market volatility resulting from the COVID-19 pandemic, companies with cash on hand may consider repurchasing their outstanding debt for cash. A cash tender…

Life Sciences Securities Litigation

S.D.N.Y. Rejects Proposed Amended Complaint Alleging Manufacturer Of Liver Disease Drug Intended To Commit Fraud By Not Disclosing Serious Adverse Events

By Gregg Weiner, Adam Harris & Anne Conroy

September 21, 2020

Hou Liu v. Intercept Pharmaceuticals, Inc., 2020 WL 5441345 (S.D.N.Y. Sept. 9, 2020) On September 9, 2020, Judge Lewis A. Kaplan of the Southern District of New York denied a motion to amend judgment and a request for leave to file a second amended complaint following the Court’s dismissal of an action against Intercept Pharmaceuticals, Inc. and certain of its executives. The Court ruled that plaintiffs failed to identify any facts the Court overlooked in…

FCPA Professor

AG Barr’s Recent Speech Is FCPA Relevant

By Mike Koehler

September 20, 2020

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Last week Attorney General William Barr delivered this Constitution Day speech. The Foreign Corrupt Practices Act was never mentioned. However, as highlighted below several of the topics discussed were FCPA relevant. Barr stated: “The rule of law is the lynchpin of American freedom. And the critical guarantee of the rule of law comes from the Constitution’s structure of separated powers. The Framers recognized that by dividing the legislative, executive, and judicial powers— each significant,…

SEC Actions

This Week In Securities Litigation (Week of Sept. 21, 2020)

By Thomas Gorman

September 20, 2020

With the passing of Justice Ruth Bader Ginsburg the Supreme Court and the country suffer an irreplaceable loss. Her last wish was that she not be replaced on the High Court until a new president is elected. That would avoid a huge partisan battle. It would also obviate the prospect of the Republicans contradicting themselves since they refused to hold any hearings on President Obama’s last Court selection– Judge Merrick Garland — on the grounds…

FCPA Professor

This Week On FCPA Professor

By Mike Koehler

September 19, 2020

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FCPA Professor has been described as “the Wall Street Journal concerning all things FCPA-related,” and “the most authoritative source for those seeking to understand and apply the FCPA.” Set forth below are the topics discussed this week on FCPA Professor. As highlighted here, it is “earnings management” season at the SEC. The State Department’s “Investment Climate Statements” serve as a useful reminder why Congress chose to exempt facilitation payments from the reach of the FCPA’s…

Investigations and Enforcement Blog

Client Advisory: New Orders Issued Barring Imports into the US from Certain Xinjiang-Related Entities

By Brittany Prelogar, Meredith Rathbone, Gregory McCue & Nicholas Kimbrell

September 18, 2020

The US Department of Homeland Security’s Customs and Border Protection agency (CBP) announced on September 14 the issuance of five new withhold release orders (WROs) on entities allegedly using forced labor in or from China’s western Xinjiang Uyghur Autonomous Region (XUAR). The WROs bar the import into the United States of various goods alleged to be produced by forced, indentured, and convict labor (“Forced Labor”), including cotton, apparel, hair, and technology products. CBP’s announcement is…

Free Writings + Perspectives

Market Trends 2019/20: Lock-Up Agreements

By Anna T. Pinedo

September 18, 2020

This practice note discusses recent market trends regarding lock-up agreements, which are usually negotiated between the underwriters or placement agents and the issuer and its directors, officers, and control persons in connection with offerings of securities. Read the full article here.…

FCPA Professor

The Percentage Of DOJ And SEC Enforcement Actions That Result From A Voluntary Disclosure

By Mike Koehler

September 18, 2020

For at least 15 years the government has encouraged business organizations to voluntary disclosure conduct that violates the Foreign Corrupt Practices Act. In more recent years, in 2012 the government sought in the FCPA Guidance to entice business organizations to voluntarily disclose by, among other things, highlighting six “anonymized examples of matters DOJ and SEC have declined to pursue” where a common thread was voluntary disclosure. In April 2016, it was the DOJ’s pilot program,…

SEC Actions

Two Attorneys Settle SEC Fraud Charges

By Thomas Gorman

September 17, 2020

Gatekeepers have long been a focus of SEC enforcement. In theory halting those who essentially hold the keys to the markets can help stop a variety of fraudulent schemes. It also leverages the scarce resources of Division of Enforcement which can aid deterrence. A Commission’s manipulation action involving four lawyers and a real estate agency is an example. SEC v. Sargent, Civil Action No. 1:19-cv-114616 (D. Conn.). The action names as defendants attorneys Henry Sargen,…

Free Writings + Perspectives

Top 10 Practice Tips: Lock-Up Agreements

By Anna T. Pinedo & Ryan Castillo

September 17, 2020

This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. The lock-up agreements provide the underwriters or placement agents with some assurance that new issuer securities will not be sold immediately…