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Court holds late fee provision is not liquidated damages provision

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • October 23 2009

The United States District Court for the District of Delaware denied defendant issuer’s motion to dismiss plaintiff’s claims for actual damages resulting from the defendant’s failure to file a registration statement within the time period required by the parties’ agreement

Attendance at executive committee meetings insufficient to satisfy group pleading doctrine

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • October 22 2010

The U.S. District Court for the Southern District of New York recently granted defendants’ motions to dismiss a consolidated class action asserting claims for securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 brought by shareholders of Celestica, Inc., a Canadian electronics corporation, against the company and its former officers, as well as against Onex Corporation, the largest controlling shareholder of Celestica, and Onex’s CEO (together, the Onex defendants) based on, among other things, the plaintiffs’ failure to plead fraud with the specificity required by Rule 9(b) of the Federal Rules of Civil Procedure

Delaware Chancery Court upholds Airgas's poison pill

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • February 18 2011

The Delaware Chancery Court recently upheld the use of a shareholder rights plan, or “poison pill,” by Airgas, Inc. (Airgas) to ward off a hostile takeover attempt by Air Products and Chemicals, Inc. (Air Products

Third tier civil penalty imposed for violations of securities laws

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • July 31 2009

The U.S. District Court for the District of Minnesota imposed a third tier civil penalty against defendants Sherwin Brown and Jamerica Financial, Inc., who were found to have violated Section 17(a) of the Securities Act of 1933, Section 10(b)(5) of the Securities Exchange Act of 1934, and the Investment Advisors Act of 1940

District court limits the Sarbanes-Oxley Act’s whistleblower protections

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • February 12 2010

The U.S. District Court for the Western District of Washington has dismissed on summary judgment whistleblower claims brought by two former compliance auditors of the Boeing Company, Inc

Second Circuit affirms option backdating conviction

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 18 2011

The U.S. Court of Appeals for the Second Circuit recently affirmed the conviction of James Treacy, the former Chief Operating Officer and President of Monster Worldwide, Inc., in connection with a conspiracy to backdate stock options

Plaintiffs fail to meet heightened PSLRA pleading standard

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 13 2009

Plaintiffs, purchasers of stock in defendant Orthoclear Holdings, Inc. (Orthoclear), a company that manufactured clear plastic devices to straighten teeth, brought an action arising out of Orthoclear’s purported statements regarding the merits of a litigation in which it was involved

Court refuses to unfreeze assets obtained in Ponzi scheme

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • March 13 2009

The Securities and Exchange Commission and Commodity Futures Trading Commission brought related actions alleging that defendant Joseph Forte violated multiple securities laws through his operation of a Ponzi scheme wherein he fraudulently obtained approximately $50 million from at least 76 investors

Third Circuit reinstates conviction for conspiracy to commit securities fraud

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 17 2009

Appellee Kevin Heron, Chief Insider Trading Compliance Officer for semiconductor manufacturer Amkor Technology, Inc., was convicted of three counts of securities fraud, as well as one count of conspiracy to commit securities fraud, based on a purported conspiracy with his neighbor, Stephen Sands, a low-level employee of Neoware, to exchange inside information concerning their respective companies

Purchases of condominiums were not investment contracts under the federal securities laws

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • April 17 2009

Plaintiffs, customers of defendant StellarOne Bank (StellarOne), brought an action against StellarOne and two individuals, alleging that defendants violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by defrauding them into purchasing condominium units