In Plumbers & Steamfitters Local 773 Pension Fund v. Danske Bank A/S, No. 19-cv-235 (S.D.N.Y. Jan. 19, 2019), Plumbers & Steamfitters Local Pension Fund (“Plaintiffs”) filed a class action suit against Danske Bank A/S (“Defendant”). The complaint was filed on behalf of all purchasers of Defendant’s American Depositary Receipts (“ADRs”) between January 9, 2014 and October 23, 2018. Plaintiffs claimed Defendant engaged in a series of untrue and misleading statements in response to allegations of illicit banking activities stemming from Defendant’s Estonia branch during the class period, thereby violating Rule 10b-5 of the Securities Exchange Act of 1934 (“the Act”).
Read MoreOn January 7th Coinbase paused trading on Ethereum Classic (ETC) after it fell victim to a 51% attack. The attack resulted in over $500,000 of ETC being spent twice (Olga Kharif, Bloomberg Law). To appreciate what this means for the ETC mining community, two things must be understood: Hash rates and a 51% attack.
“Hash rates” or “hash power” refers to the total computing power of a decentralized network. Proof of Work (PoW) blockchains, like Bitcoin and Ethereum, are driven by miners “hashing,” which is essentially solving complicated math problems. (Bisade Asolo, MyCryptopedia).
Read MoreIn Akorn, Inc. v. Fresenius Kabi AG (Del. Ch. 2018 WL 4719347), the plaintiff pharmaceutical company (“Akorn”) brought suit against Fresenius seeking specific performance of its signed merger agreement. Fresenius argued it was permitted to terminate the merger agreement because Akorn’s actions, performance, and misrepresentations following execution of the agreement constituted a materially adverse effect (“MAE”) under the terms of the merger agreement and thus excused Fresenius’s obligation to perform. The court held that Fresenius legally terminated its merger agreement with Akorn because: (1) Akorn made material misrepresentations with regard to its business operations and the status of its regulatory compliance before the closing date, (2) Akorn did not materially comply with or perform its obligations under the merger agreement prior to the effective closing date, and (3) Akorn suffered a general MAE that allowed Fresenius to terminate the agreement.
Read MoreThe recent government shutdown prevented privately held companies from submitting their requests to the Securities and Exchange Commission (“SEC”) to offer their shares to the public. The SEC is responsible for reviewing a company’s registration documents and financial data necessary for initial public offerings (“IPOs”). Prior to the shutdown, the SEC urged companies to file accelerated registration statements so that they could be approved. (Associated Press, New York Times). Although companies may go public without SEC approved registration statements, the company would certainly be subject to SEC scrutiny upon the government’s reopening. (Rob Crilly, The National). Consequently, most companies decided to wait for approval from the SEC prior to their IPOs being made available.
Read MoreProxy contests are one means through which shareholders can voice concerns about board action. Due to their excessively high cost, proxy contests were once somewhat rare; today, however, they are much more common due to the flourish of hedge funds. (Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, Westlaw Practical Law). One such hedge fund contributing to these proxy contests is Third Point, LLC (“Third Point”), founded by Daniel S. Loeb in New York in 1995. (Campbell Soup Co.). This note introduces readers to current trends in activist-led proxy contests, summarizes a recent proxy fight between Third Point and Campbell Soup Co. (“Campbell”), and speculates on how this and similar contests may affect corporate accountability in 2019.
Read MoreLast year, financial regulators around the world adapted to the rise of blockchain and cryptocurrency. Approaches to regulation have varied, but most major financial markets are striving to better understand the technology and develop methods for investor transparency and protection. In 2018, regulators such as the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) reacted to the cryptocurrency marketplace with heightened attention. (Jonathan Levin, Bloomberg). Last year, for example, the SEC started to examine smaller brokerage firms dealing virtual tokens for potential enforcement actions. Outside the United States, French regulator Autorite des Marches Financiers (“AMF”) blacklisted new cryptocurrency investment websites, while Russia drafted legislation to implement cryptocurrency regulation.
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