In Ford v. TD Ameritrade Holding Corp., 2021 U.S. App. LEXIS 12008 (8th Cir. Apr. 23, 2021), the United States Court of Appeals for the Eighth Circuit reversed a district court’s order certifying a class of customers who had used the defendant’s brokerage services to trade securities and were allegedly injured by defendant’s undisclosed “order routing practices.” The Eighth Circuit determined that plaintiff’s expert’s proposed algorithm could not overcome the complex, trade-by-trade inquiry needed…

Corporate & Securities Law Blog

California Largely (But Not Fully) Conforms to Deductibility of Expenses Paid with Forgiven PPP Loans

By Justin Hepworth

April 30, 2021

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On April 29, 2021 Governor Newsom signed California A.B. 80, largely conforming to Federal rules relating to deductibility of expenses paid with funds from forgiven Paycheck Protection Program (PPP) loans. The $150,000 limitation in prior versions of A.B. 80 was removed, and replaced with a requirement that only non-publicly traded companies who reported losses of at least 25% in gross receipts during one quarter of 2020 can deduct such expenses. That 25% decrease in gross…

Corporate & Securities Law Blog

Facebook Defeats Shareholder Suit Challenging Alleged Failures In Its Diversity and Inclusion Practices

By Alejandro Moreno & Chelsea Staskiewicz*

April 9, 2021

In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims alleging deficiencies in a company’s compliance with policies intended to promote diversity. The plaintiff, a common stockholder of Facebook, Inc. (“Facebook” or the “Company”), alleged claims for breach of fiduciary duty and further alleged defendants made false…

Corporate & Securities Law Blog

SEC Commissioner Calls for a Brave New Approach to Corporate Penalties

By Sarah Aberg & Melissa Mikail

March 18, 2021

During a March 9, 2021 industry conference, one of the four current U.S. Securities and Exchange (“SEC”) commissioners floated a new approach to calculating penalties for corporate misconduct. Caroline A. Crenshaw, who was tapped by President Donald Trump last June to fill one of the Democratic slots on the Commission, told attendees at the Council of Institutional Investors virtual conference that the SEC needed to revisit its approach to assessing corporate penalties, and implement a…

Corporate & Securities Law Blog

Sellers Beware: Fiduciary Duty Risks to Directors

By Kevin Cloutier & Elizabeth Rowe

March 16, 2021

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A recent decision by a New York federal district court illustrates significant potential pitfalls for sellers in leveraged buyouts and similarly structured transactions. In particular, it highlights the potential risks under fiduciary duty theories to directors and private equity-appointed directors, even in multi-step transactions with customary disclaimers and exculpatory by-laws.…

Corporate & Securities Law Blog

SEC Going Cyber-Hunting for ESG-Related Misconduct

By Richard A. Friedman & Brett Uslaner*

March 8, 2021

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On March 4, 2021, the Securities and Exchange Commission announced the formation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force will be aimed at detecting ESG-related misconduct so that investors can fully consider these issues in their investment decisions.…

Corporate & Securities Law Blog

New York Attorney General Sues to Shutter Cryptocurrency Trading Firm Coinseed

By Christopher Bosch

February 25, 2021

The Office of New York State Attorney General Letitia James (“NYAG”) has filed a lawsuit to shut down technology company Coinseed. The state has accused the firm of selling unregistered securities in the form of digital tokens and operating as an unregistered broker-dealer while making material misrepresentations about the company, its management team, and fees charged to investors in connection with cryptocurrency trades.…

Corporate & Securities Law Blog

Delaware Court of Chancery Holds that a Contractual Delaware Choice of Law Provision Did Not Waive Plaintiff’s Claim Under the California Securities Act

By Bridget Russell & Andrea Feathers

February 24, 2021

In Swipe Acquisition Corp. v. Krauss, CA No. 2019-0509-PAF, 2021 WL 282642 (Del. Ch. Jan. 28, 2021), the Delaware Court of Chancery held that California public policy prohibited a purported waiver of a contractual party’s right to assert a claim under the California Securities Act by reason of a Delaware choice of law provision in the parties’ stock purchase agreement. Delaware courts will not enforce a choice of law provision if it would be…

Corporate & Securities Law Blog

M&A Pre-Flight Check: Avoiding Common Issues in Aerospace & Defense Acquisitions

By Zachary Turke & Rambod Peykar

February 17, 2021

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As anyone who follows the industry can tell you, mergers and acquisitions activity in the aerospace and defense industry has remained robust over the past decade. In 2019 alone, there were 460 corporate acquisitions in this sector. And while a slowdown in 2020 deal activity is certainly expected as a result of the COVID-19 pandemic, results for at least the second quarter remained strong, with 84 deal closings. Further, analysts project that activity in certain…

Corporate & Securities Law Blog

Top 10 Diligence Issues in Lead Generation Mergers and Acquisitions

By Zachary Turke & Peter Park

February 11, 2021

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As anyone who has been through a corporate sale process can tell you, there is no such thing as a “standard” M&A transaction. Every deal is different and presents a unique set of challenges. This is especially true of transactions involving lead generation companies, which can be very different than businesses in other industries. Amongst other differences, companies in this space utilize a wide variety of customized commercial arrangements and are subject to numerous industry-specific…

Corporate & Securities Law Blog

Up-to-date Information on Corporate & Securities Law

Blog Authors

Eighth Circuit Holds Rule 23(b)(3)’s Predominance Requirement Not Met in Securities Fraud Action Against Brokerage Firm

California Largely (But Not Fully) Conforms to Deductibility of Expenses Paid with Forgiven PPP Loans

Facebook Defeats Shareholder Suit Challenging Alleged Failures In Its Diversity and Inclusion Practices

SEC Commissioner Calls for a Brave New Approach to Corporate Penalties

Sellers Beware: Fiduciary Duty Risks to Directors

SEC Going Cyber-Hunting for ESG-Related Misconduct

New York Attorney General Sues to Shutter Cryptocurrency Trading Firm Coinseed

Delaware Court of Chancery Holds that a Contractual Delaware Choice of Law Provision Did Not Waive Plaintiff’s Claim Under the California Securities Act

M&A Pre-Flight Check: Avoiding Common Issues in Aerospace & Defense Acquisitions

Top 10 Diligence Issues in Lead Generation Mergers and Acquisitions

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