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Ninth Circuit affirms Thane decision finding absence of loss causation

Orrick Herrington & Sutcliffe LLP
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USA
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August 13 2010

On August 9 2010, the Ninth Circuit affirmed the district court's entry of judgment for defendants on the issue of loss causation in Miller v. Thane International, Inc., No. 09-55474, 2010 WL 3081488 (9th Cir. Aug. 9, 2010

Delaware court enjoins pending $3.1 billion merger due to inadequate disclosure regarding financial advisor’s fees and CEO employment arrangements

Orrick Herrington & Sutcliffe LLP
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USA
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March 10 2011

In a decision that will likely have a substantial impact on the disclosure of financial advisor’s fees and post-closing executive employment arrangements in merger transactions, In re Atheros Communications, Inc. Shareholder Litigation, C.A. No. 6124-VCN (Del. Ch. 2011), the Delaware Court of Chancery, on March 4, 2011, enjoined the stockholders’ meeting of Atheros Communications, Inc. called for March 7, 2011 to approve the proposed $3.1 billion cash merger of Atheros with Qualcomm Incorporated

Rating agency developments

Orrick Herrington & Sutcliffe LLP
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USA
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May 9 2011

On May 3, Fitch corrected its methodology for short term corporate finance ratings by modifying the permissible day count from 390 to 397 days

FSOC Volcker Rule study

Orrick Herrington & Sutcliffe LLP
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USA
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January 24 2011

On January 18, the Financial Stability Oversight Council issued a study required by the Dodd-Frank Act entitled, "Study & Recommendations on Prohibitions on Proprietary Trading & Certain Relationships with Hedge Funds & Private Equity Funds"

SEC listing standard rules for reverse merger companies

Orrick Herrington & Sutcliffe LLP
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USA
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November 14 2011

On November 9, the SEC approved rules issued by the three major U.S. listing markets (Nasdaq, NYSE, and NYSE Amex) to prohibit a reverse merger company from applying to list until the company: (i) completes a one year "seasoning period" by trading in the U.S. OTC market or another regulated or foreign exchange, and (ii) maintains a minimum share price for a required period

Agency consideration of NPR on Volcker Rule

Orrick Herrington & Sutcliffe LLP
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USA
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October 10 2011

The FDIC announced that, at its open meeting on October 11, it will consider a Notice of Proposed Rulemaking on "Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, and Relationships with, Hedge Funds and Private Equity Funds" pursuant to Section 619 of the Dodd-Frank Act, commonly known as the "Volcker Rule"

CTFC adoption of final Form PF

Orrick Herrington & Sutcliffe LLP
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USA
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November 7 2011

On October 31, pursuant to Sections 404 and 406 of the Dodd-Frank Act, the CFTC adopted a new rule requiring certain advisers to private funds that are dually registered with the CFTC and the SEC to report information to the SEC on a new Form PF for use by the Financial Stability Oversight Council to monitor risks to the U.S. financial system

Jumpstart Our Business Startups Act implications for sponsors of venture capital, private equity and hedge funds

Orrick Herrington & Sutcliffe LLP
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USA
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April 6 2012

On April 5, 2012, the Jumpstart Our Business Startups Act (the "JOBS Act") was enacted into law. This bipartisan legislation is intended to stimulate economic growth by improving access to the U.S

Jumpstart Our Business Startups Act eases restrictions on Rule 144A and private offerings ABS considerations

Orrick Herrington & Sutcliffe LLP
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USA
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April 5 2012

President Obama signed the Jumpstart Our Business Startups Act (the "Act") into law earlier today